filings.toolsItem 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
(a)
1. Financial Statements
The following financial statements are filed as a part of this report:
2. Financial Statement Schedules
All schedules are omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein or not present in amounts sufficient to require submission of the schedule.
(b) Exhibits
The information required by this Item is set forth in the Index of Exhibits that is after Item 16 of this Annual Report on Form 10-K.
Report of Independent Regist****ered Public Accounting Firm
To the Stockholders and the Board of Directors of Oracle Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Oracle Corporation (the Company) as of May 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended May 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended May 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated June 18, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
| Uncertain Tax Positions | ||
| Description of the matter | As discussed in Note 12 of the consolidated financial statements, the Company recognizes uncertain tax positions and measures unrecognized tax benefits related to various domestic and foreign matters. The Company uses significant judgment in the accounting for uncertain tax positions related to certain intercompany transfer prices and calculations, including the interpretation and application of tax laws and legal rulings in various jurisdictions. Auditing management’s evaluation of whether an uncertain tax position is more likely than not to be sustained and the measurement of the benefit of various tax positions was complex, involved significant judgment, and was based on interpretations and application of tax laws and legal rulings. |
| How we addressed the matter in our audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls over management’s process to assess the technical merits of the Company’s tax positions related to certain intercompany transfer prices and calculations, including ongoing monitoring activities, and management’s process to measure the benefit of those tax positions. To test management’s assessment of these uncertain tax positions, we performed audit procedures that included, among others, evaluating management’s assumptions and analysis which detailed the basis and technical merits of the uncertain tax positions. We involved our tax subject matter professionals in assessing the technical merits of these positions and used our knowledge of relevant tax laws and experience with related taxing authorities. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
San Jose, California
June 18, 2025
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Oracle Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Oracle Corporation’s internal control over financial reporting as of May 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Oracle Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of May 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended May 31, 2025, and the related notes and our report dated June 18, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
San Jose, California
June 18, 2025
ORACLE CORPORATION
CONSOLIDATED B****ALANCE SHEETS
As of May 31, 2025 and 2024
| May 31, | ||||||||
| (in millions, except per share data) | 2025 | 2024 | ||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 10,786 | $ | 10,454 | ||||
| Marketable securities | 417 | 207 | ||||||
| Trade receivables, net of allowances for credit losses of $557 and $485 as of May 31, 2025 and May 31, 2024, respectively | 8,558 | 7,874 | ||||||
| Prepaid expenses and other current assets | 4,818 | 4,019 | ||||||
| Total current assets | 24,579 | 22,554 | ||||||
| Non-current assets: | ||||||||
| Property, plant and equipment, net | 43,522 | 21,536 | ||||||
| Intangible assets, net | 4,587 | 6,890 | ||||||
| Goodwill | 62,207 | 62,230 | ||||||
| Deferred tax assets | 11,877 | 12,273 | ||||||
| Other non-current assets | 21,589 | 15,493 | ||||||
| Total non-current assets | 143,782 | 118,422 | ||||||
| Total assets | $ | 168,361 | $ | 140,976 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Notes payable and other borrowings, current | $ | 7,271 | $ | 10,605 | ||||
| Accounts payable | 5,113 | 2,357 | ||||||
| Accrued compensation and related benefits | 2,243 | 1,916 | ||||||
| Deferred revenues | 9,387 | 9,313 | ||||||
| Other current liabilities | 8,629 | 7,353 | ||||||
| Total current liabilities | 32,643 | 31,544 | ||||||
| Non-current liabilities: | ||||||||
| Notes payable and other borrowings, non-current | 85,297 | 76,264 | ||||||
| Income taxes payable | 10,269 | 10,817 | ||||||
| Operating lease liabilities | 11,536 | 6,255 | ||||||
| Other non-current liabilities | 7,647 | 6,857 | ||||||
| Total non-current liabilities | 114,749 | 100,193 | ||||||
| Commitments and contingencies | ||||||||
| Oracle Corporation stockholders’ equity: | ||||||||
| Preferred stock, $0.01 par value—authorized: 1.0 shares; outstanding: none | — | — | ||||||
| Common stock, $0.01 par value and additional paid in capital—authorized: 11,000 shares; outstanding: 2,807 shares and 2,755 shares as of May 31, 2025 and 2024, respectively | 37,107 | 32,764 | ||||||
| Accumulated deficit | (15,481 | ) | (22,628 | ) | ||||
| Accumulated other comprehensive loss | (1,175 | ) | (1,432 | ) | ||||
| Total Oracle Corporation stockholders’ equity | 20,451 | 8,704 | ||||||
| Noncontrolling interests | 518 | 535 | ||||||
| Total stockholders’ equity | 20,969 | 9,239 | ||||||
| Total liabilities and stockholders’ equity | $ | 168,361 | $ | 140,976 |
See notes to consolidated financial statements.
ORACLE CORPORATION
CONSOLIDATED STATEM****ENTS OF OPERATIONS
For the Years Ended May 31, 2025, 2024 and 2023
| Year Ended May 31, | ||||||||||||
| (in millions, except per share data) | 2025 | 2024 | 2023 | |||||||||
| Revenues: | ||||||||||||
| Cloud services and license support | $ | 44,029 | $ | 39,383 | $ | 35,307 | ||||||
| Cloud license and on-premise license | 5,201 | 5,081 | 5,779 | |||||||||
| Hardware | 2,936 | 3,066 | 3,274 | |||||||||
| Services | 5,233 | 5,431 | 5,594 | |||||||||
| Total revenues | 57,399 | 52,961 | 49,954 | |||||||||
| Operating expenses: | ||||||||||||
| Cloud services and license support(1) | 11,569 | 9,427 | 7,763 | |||||||||
| Hardware(1) | 782 | 891 | 1,040 | |||||||||
| Services(1) | 4,576 | 4,825 | 4,761 | |||||||||
| Sales and marketing(1) | 8,651 | 8,274 | 8,833 | |||||||||
| Research and development | 9,860 | 8,915 | 8,623 | |||||||||
| General and administrative | 1,602 | 1,548 | 1,579 | |||||||||
| Amortization of intangible assets | 2,307 | 3,010 | 3,582 | |||||||||
| Acquisition related and other | 75 | 314 | 190 | |||||||||
| Restructuring | 299 | 404 | 490 | |||||||||
| Total operating expenses | 39,721 | 37,608 | 36,861 | |||||||||
| Operating income | 17,678 | 15,353 | 13,093 | |||||||||
| Interest expense | (3,578 | ) | (3,514 | ) | (3,505 | ) | ||||||
| Non-operating income (expenses), net | 60 | (98 | ) | (462 | ) | |||||||
| Income before income taxes | 14,160 | 11,741 | 9,126 | |||||||||
| Provision for income taxes | 1,717 | 1,274 | 623 | |||||||||
| Net income | $ | 12,443 | $ | 10,467 | $ | 8,503 | ||||||
| Earnings per share: | ||||||||||||
| Basic | $ | 4.46 | $ | 3.82 | $ | 3.15 | ||||||
| Diluted | $ | 4.34 | $ | 3.71 | $ | 3.07 | ||||||
| Weighted average common shares outstanding: | ||||||||||||
| Basic | 2,789 | 2,744 | 2,696 | |||||||||
| Diluted | 2,866 | 2,823 | 2,766 |
(1)
Exclusive of amortization of intangible assets, which is shown separately.
See notes to consolidated financial statements.
ORACLE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended May 31, 2025, 2024 and 2023
| Year Ended May 31, | ||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Net income | $ | 12,443 | $ | 10,467 | $ | 8,503 | ||||||
| Other comprehensive income, net of tax: | ||||||||||||
| Net foreign currency translation gains (losses) | 369 | (17 | ) | (204 | ) | |||||||
| Net unrealized gains on defined benefit plans | 13 | 31 | 271 | |||||||||
| Net unrealized (losses) gains on cash flow hedges | (125 | ) | 77 | 102 | ||||||||
| Other, net | — | (1 | ) | 1 | ||||||||
| Total other comprehensive income, net | 257 | 90 | 170 | |||||||||
| Comprehensive income | $ | 12,700 | $ | 10,557 | $ | 8,673 |
See notes to consolidated financial statements.
ORACLE CORPORATION
CONSOLIDATED STAT****EMENTS OF STOCKHOLDERS’ EQUITY
For the Years Ended May 31, 2025, 2024 and 2023
| Common Stock and Additional Paid in Capital | Accumulated Other | Total Oracle Corporation | Total | |||||||||||||||||||||||||
| (in millions, except per share data) | Number of Shares | Amount | Accumulated Deficit | Comprehensive Loss | Stockholders’ Equity | Noncontrolling Interests | Stockholders’ Equity | |||||||||||||||||||||
| Balances as of May 31, 2022 | 2,665 | $ | 26,808 | $ | (31,336 | ) | $ | (1,692 | ) | $ | (6,220 | ) | $ | 452 | $ | (5,768 | ) | |||||||||||
| Common stock issued under stock-based compensation plans | 79 | 1,019 | — | — | 1,019 | — | 1,019 | |||||||||||||||||||||
| Common stock issued under stock purchase plans | 2 | 173 | — | — | 173 | — | 173 | |||||||||||||||||||||
| Assumption of stock-based compensation plan awards in connection with acquisitions | — | 55 | — | — | 55 | — | 55 | |||||||||||||||||||||
| Stock-based compensation | — | 3,547 | — | — | 3,547 | — | 3,547 | |||||||||||||||||||||
| Repurchases of common stock | (17 | ) | (166 | ) | (1,120 | ) | — | (1,286 | ) | — | (1,286 | ) | ||||||||||||||||
| Shares repurchased for tax withholdings upon vesting of restricted stock-based awards | (16 | ) | (1,203 | ) | — | — | (1,203 | ) | — | (1,203 | ) | |||||||||||||||||
| Cash dividends declared ($1.36 per share) | — | — | (3,668 | ) | — | (3,668 | ) | — | (3,668 | ) | ||||||||||||||||||
| Other, net | — | (18 | ) | 1 | — | (17 | ) | (98 | ) | (115 | ) | |||||||||||||||||
| Other comprehensive income (loss), net | — | — | — | 170 | 170 | (36 | ) | 134 | ||||||||||||||||||||
| Net income | — | — | 8,503 | — | 8,503 | 165 | 8,668 | |||||||||||||||||||||
| Balances as of May 31, 2023 | 2,713 | 30,215 | (27,620 | ) | (1,522 | ) | 1,073 | 483 | 1,556 | |||||||||||||||||||
| Common stock issued under stock-based compensation plans | 68 | 545 | — | — | 545 | — | 545 | |||||||||||||||||||||
| Common stock issued under stock purchase plans | 2 | 197 | — | — | 197 | — | 197 | |||||||||||||||||||||
| Stock-based compensation | — | 3,974 | — | — | 3,974 | — | 3,974 | |||||||||||||||||||||
| Repurchases of common stock | (11 | ) | (117 | ) | (1,083 | ) | — | (1,200 | ) | — | (1,200 | ) | ||||||||||||||||
| Shares repurchased for tax withholdings upon vesting of restricted stock-based awards | (17 | ) | (2,040 | ) | — | — | (2,040 | ) | — | (2,040 | ) | |||||||||||||||||
| Cash dividends declared ($1.60 per share) | — | — | (4,391 | ) | — | (4,391 | ) | — | (4,391 | ) | ||||||||||||||||||
| Other, net | — | (10 | ) | (1 | ) | — | (11 | ) | (99 | ) | (110 | ) | ||||||||||||||||
| Other comprehensive income (loss), net | — | — | — | 90 | 90 | (35 | ) | 55 | ||||||||||||||||||||
| Net income | — | — | 10,467 | — | 10,467 | 186 | 10,653 | |||||||||||||||||||||
| Balances as of May 31, 2024 | 2,755 | 32,764 | (22,628 | ) | (1,432 | ) | 8,704 | 535 | 9,239 | |||||||||||||||||||
| Common stock issued under stock-based compensation plans | 62 | 447 | — | — | 447 | — | 447 | |||||||||||||||||||||
| Common stock issued under stock purchase plans | 1 | 206 | — | — | 206 | — | 206 | |||||||||||||||||||||
| Stock-based compensation | — | 4,674 | — | — | 4,674 | — | 4,674 | |||||||||||||||||||||
| Repurchases of common stock | (4 | ) | (47 | ) | (553 | ) | — | (600 | ) | — | (600 | ) | ||||||||||||||||
| Shares repurchased for tax withholdings upon vesting of restricted stock-based awards | (7 | ) | (900 | ) | — | — | (900 | ) | — | (900 | ) | |||||||||||||||||
| Cash dividends declared ($1.70 per share) | — | — | (4,743 | ) | — | (4,743 | ) | — | (4,743 | ) | ||||||||||||||||||
| Other, net | — | (37 | ) | — | — | (37 | ) | (228 | ) | (265 | ) | |||||||||||||||||
| Other comprehensive income, net | — | — | — | 257 | 257 | 27 | 284 | |||||||||||||||||||||
| Net income | — | — | 12,443 | — | 12,443 | 184 | 12,627 | |||||||||||||||||||||
| Balances as of May 31, 2025 | 2,807 | $ | 37,107 | $ | (15,481 | ) | $ | (1,175 | ) | $ | 20,451 | $ | 518 | $ | 20,969 |
See notes to consolidated financial statements.
ORACLE CORPORATION
CONSOLIDATED STATEM****ENTS OF CASH FLOWS
For the Years Ended May 31, 2025, 2024 and 2023
| Year Ended May 31, | ||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income | $ | 12,443 | $ | 10,467 | $ | 8,503 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation | 3,867 | 3,129 | 2,526 | |||||||||
| Amortization of intangible assets | 2,307 | 3,010 | 3,582 | |||||||||
| Deferred income taxes | (1,637 | ) | (2,139 | ) | (2,167 | ) | ||||||
| Stock-based compensation | 4,674 | 3,974 | 3,547 | |||||||||
| Other, net | 667 | 720 | 661 | |||||||||
| Changes in operating assets and liabilities, net of effects from acquisitions: | ||||||||||||
| Increase in trade receivables, net | (653 | ) | (965 | ) | (151 | ) | ||||||
| Decrease in prepaid expenses and other assets | 266 | 542 | 317 | |||||||||
| Decrease in accounts payable and other liabilities | (608 | ) | (594 | ) | (281 | ) | ||||||
| Decrease in income taxes payable | (659 | ) | (127 | ) | (153 | ) | ||||||
| Increase in deferred revenues | 154 | 656 | 781 | |||||||||
| Net cash provided by operating activities | 20,821 | 18,673 | 17,165 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Purchases of marketable securities and other investments | (1,272 | ) | (1,003 | ) | (1,181 | ) | ||||||
| Proceeds from sales and maturities of marketable securities and other investments | 776 | 572 | 1,113 | |||||||||
| Acquisitions, net of cash acquired | — | (63 | ) | (27,721 | ) | |||||||
| Capital expenditures | (21,215 | ) | (6,866 | ) | (8,695 | ) | ||||||
| Net cash used for investing activities | (21,711 | ) | (7,360 | ) | (36,484 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Payments for repurchases of common stock | (600 | ) | (1,202 | ) | (1,300 | ) | ||||||
| Proceeds from issuances of common stock | 653 | 742 | 1,192 | |||||||||
| Shares repurchased for tax withholdings upon vesting of restricted stock-based awards | (900 | ) | (2,040 | ) | (1,203 | ) | ||||||
| Payments of dividends to stockholders | (4,743 | ) | (4,391 | ) | (3,668 | ) | ||||||
| Proceeds from issuances of (repayments of) commercial paper, net | 1,889 | (167 | ) | 500 | ||||||||
| Proceeds from issuances of senior notes and term loan credit agreements, net of issuance costs | 19,548 | — | 33,494 | |||||||||
| Repayments of senior notes and term loan credit agreements | (15,841 | ) | (3,500 | ) | (21,050 | ) | ||||||
| Other financing activities, net | 1,092 | 4 | (55 | ) | ||||||||
| Net cash provided by (used for) financing activities | 1,098 | (10,554 | ) | 7,910 | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | 124 | (70 | ) | (209 | ) | |||||||
| Net increase (decrease) in cash and cash equivalents | 332 | 689 | (11,618 | ) | ||||||||
| Cash and cash equivalents at beginning of period | 10,454 | 9,765 | 21,383 | |||||||||
| Cash and cash equivalents at end of period | $ | 10,786 | $ | 10,454 | $ | 9,765 | ||||||
| Non-cash investing activities: | ||||||||||||
| Unpaid capital expenditures | $ | 2,970 | $ | 1,637 | $ | 588 | ||||||
| Supplemental schedule of cash flow data: | ||||||||||||
| Cash paid for income taxes | $ | 4,020 | $ | 3,560 | $ | 3,009 | ||||||
| Cash paid for interest | $ | 3,374 | $ | 3,655 | $ | 3,250 |
See notes to consolidated financial statements.
ORACLE CORPORATION
NOTES TO CONSOLID****ATED FINANCIAL STATEMENTS
May 31, 2025
1.
ORGANIZATION AND SIGNI****FICANT ACCOUNTING POLICIES
Oracle Corporation provides products and services that substantially address enterprise information technology (IT) needs, including applications and infrastructure technologies. We deliver our products and services to customers worldwide through a variety of flexible and interoperable IT deployment models. These models include on-premise, cloud-based and hybrid deployments. Oracle Cloud Applications and Oracle Cloud Infrastructure (collectively, Oracle Cloud Services) offerings provide comprehensive and integrated applications and infrastructure services enabling our customers to choose the best option that meets their specific business needs. Customers may also elect to purchase Oracle software licenses and hardware products and related services to manage their own cloud-based or on-premise IT environments. Customers that purchase our software licenses may elect to purchase license support contracts, which provide our customers with rights to unspecified license upgrades and enhancements during the term of the support period as well as technical support assistance. Customers that purchase our hardware products may elect to purchase hardware support contracts, which provide customers with software updates and can include product repairs, maintenance services and technical support services. We also offer customers a broad set of services offerings that are designed to improve customer utilization of their investments in Oracle applications and infrastructure technologies.
Oracle Corporation conducts business globally and was incorporated in the state of Delaware.
Basis of Financial Statements
The consolidated financial statements include our accounts and the accounts of our wholly- and majority-owned subsidiaries. Noncontrolling interest positions of certain of our consolidated entities are reported as a separate component of consolidated equity from the equity attributable to Oracle’s stockholders for all periods presented. The noncontrolling interests in our net income were not significant to our consolidated results for the periods presented and therefore have not been presented separately and instead are included as a component of non-operating income (expenses), net in our consolidated statements of operations. Intercompany transactions and balances have been eliminated. Certain prior year balances have been reclassified to conform to the current year presentation. Such reclassifications did not affect revenue, income from operations or net income.
In fiscal 2025, we adopted Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which did not have a material impact on our consolidated financial statements for the year ended May 31, 2025.
Use of Estimates
Our consolidated financial statements are prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC), and we consider various staff accounting bulletins and other applicable guidance issued by the U.S. Securities and Exchange Commission. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent that there are differences between these estimates, judgments or assumptions and actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result.
During the first quarter of fiscal 2025, we completed an assessment of the useful lives of our servers and networking equipment and increased the estimate of the useful lives from five years to six years, effective at the beginning of fiscal 2025. Based on the carrying value of our servers and networking equipment as of May 31, 2024, this change in accounting estimate decreased our total operating expenses by $733 million and increased our net income by $573 million, or $0.21 per basic and $0.20 per diluted share, during fiscal 2025.
During the first quarter of fiscal 2023, we completed an assessment of the useful lives of our servers and increased the estimate of the useful lives from four years to five years effective at the beginning of fiscal 2023. Based on the carrying value of our servers as of May 31, 2022, this change in accounting estimate decreased our total operating expenses by $434 million during fiscal 2023.
Revenue Recognition
Our sources of revenues include:
cloud and license revenues, which include: cloud services revenues; cloud license and on-premise license revenues, which typically represent perpetual software licenses purchased by customers for use in both cloud and on-premise IT environments; and license support revenues;
hardware revenues, which include the sale of hardware products, including Oracle Engineered Systems, servers and storage products, and industry-specific hardware; and hardware support revenues; and
services revenues, which are earned from providing cloud-, license- and hardware-related services including consulting and advanced customer services.
Cloud services revenues include revenues from Oracle Cloud Services offerings, which deliver applications and infrastructure technologies via cloud-based deployment models that we develop functionality for, provide unspecified updates and enhancements for, deploy, host, manage, upgrade and support and that customers access by entering into a subscription agreement with us for a stated period.
Cloud license and on-premise license revenues primarily represent amounts earned from granting customers perpetual licenses to use our database, middleware, application and industry-specific software products, which our customers use for cloud-based, on-premise and other IT environments. The vast majority of our cloud license and on-premise license arrangements include license support contracts, which are entered into at the customer’s option.
License support revenues are typically generated through the sale of license support contracts related to cloud license and on-premise licenses purchased by our customers at their option. License support contracts provide customers with rights to unspecified software product upgrades, maintenance releases and patches released during the term of the support period and include internet access to technical content, as well as internet and telephone access to technical support personnel. License support contracts are generally priced as a percentage of the net cloud license and on-premise license fees. Substantially all of our customers elect to purchase and renew their license support contracts annually.
Revenues from the sale of hardware products represent amounts earned primarily from the sale of our Oracle Engineered Systems, computer servers, storage and industry-specific hardware. Our hardware support offerings generally provide customers with software updates for the software components that are essential to the functionality of the hardware products purchased and can also include product repairs, maintenance services and technical support services. Hardware support contracts are generally priced as a percentage of the net hardware products fees.
Our services are offered to customers as standalone arrangements or as a part of arrangements to customers buying other products and services. Our consulting services are designed to help our customers to, among others, deploy, architect, integrate, upgrade and secure their investments in Oracle applications and infrastructure technologies. Our advanced customer services are designed to provide supplemental support services, performance services and higher availability for Oracle products and services.
We apply the provisions of ASC 606, Revenue from Contracts with Customers (ASC 606) as a single standard for revenue recognition that applies to all of our cloud, license, hardware and services arrangements and generally require revenues to be recognized upon the transfer of control of promised goods or services provided to our customers, reflecting the amount of consideration we expect to receive for those goods or services. Pursuant to ASC 606, revenues are recognized upon the application of the following steps:
identification of the contract, or contracts, with a customer;
identification of the performance obligations in the contract;
determination of the transaction price;
allocation of the transaction price to each performance obligation in the contract; and
recognition of revenues when, or as, the contractual performance obligations are satisfied.
Our customers that contract with us for the provision of cloud services, software, hardware or other services include businesses of many sizes, government agencies, educational institutions and our channel partners, which include resellers and system integrators.
The timing of revenue recognition may differ from the timing of invoicing to our customers. We record an unbilled receivable, which is included within accounts receivable on our consolidated balance sheets, when revenue is recognized prior to invoicing. We record deferred revenues on our consolidated balance sheets when revenues are to be recognized subsequent to cash collection for an invoice. Our standard payment terms are generally net 30 days but may vary. Invoices for cloud license and on-premise licenses and hardware products are generally issued when the license is made available for customer use or upon delivery to the customer of the hardware product. Invoices for license support and hardware support contracts are generally invoiced annually in advance. Cloud applications and cloud infrastructure contracts are generally invoiced annually, quarterly or monthly in advance. Services are generally invoiced in advance or as the services are performed. Most contracts that contain a financing component are contracts financed through our Oracle financing division. The transaction price for a contract that is financed through our Oracle financing division is adjusted to reflect the time value of money and interest revenue is recorded as a component of non-operating income (expenses), net within our consolidated statements of operations based on market rates in the country in which the transaction is being financed.
Our revenue arrangements generally include standard warranty or service level provisions that our arrangements will perform and operate in all material respects as defined in the respective agreements, the financial impacts of which have historically been and are expected to continue to be insignificant. Our arrangements generally do not include a general right of return relative to the delivered products or services. We recognize revenues net of any taxes collected from customers, which are subsequently remitted to governmental authorities.
Revenue Recognition for Cloud Services
Revenues from cloud services provided on a subscription basis are generally recognized ratably over the contractual period that the cloud services are delivered, beginning on the date our service is made available to a customer. We recognize revenue ratably because the customer receives and consumes the benefits of the cloud services throughout the contract period. Revenues from cloud services that are provided on a consumption basis, such as metered services, are generally recognized based on the utilization of the services by the customer.
Revenue Recognition for License Support and Hardware Support
Oracle’s primary performance obligations with respect to license support contracts and hardware support contracts are to provide customers with technical support as needed and unspecified software product upgrades, maintenance releases and patches during the term of the support period, if and when they are available, and hardware product repairs, as applicable. Oracle is obligated to make the license and hardware support services available continuously throughout the contract period. Therefore, revenues for license support contracts and hardware support contracts are generally recognized ratably over the contractual periods that the support services are provided.
Revenue Recognition for Cloud Licenses and On-Premise Licenses
Revenues from distinct cloud license and on-premise license performance obligations are generally recognized upfront at the point in time when the software is made available to the customer to download and use. Revenues from usage-based royalty arrangements for distinct cloud licenses and on-premise licenses are recognized at the point in time when the software end user usage occurs. For usage-based royalty arrangements with a fixed minimum guarantee amount, the minimum amount is generally recognized upfront when the software is made available to the royalty customer.
Revenue Recognition for Hardware Products
The hardware product and related software, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a combined performance obligation. The revenues for this combined performance obligation are generally recognized at the point in time that the hardware product is delivered and ownership is transferred to the customer.
Revenue Recognition for Services
Services revenues are generally recognized over time as the services are performed. Revenues for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenues for consumption-based services are generally recognized as the services are performed.
Allocation of the Transaction Price for Contracts that have Multiple Performance Obligations
Many of our contracts include multiple performance obligations. Judgment is required in determining whether each performance obligation is distinct. Oracle products and services generally do not require a significant amount of integration or interdependency; therefore, our products and services are generally not combined. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (SSP) for each performance obligation within each contract.
We use judgment in determining the SSP for products and services. For substantially all performance obligations except cloud licenses and on-premise licenses, we are able to establish the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Our cloud licenses and on-premise licenses have not historically been sold on a standalone basis, as the vast majority of all customers elect to purchase license support contracts at the time of a cloud license and on-premise license purchase. License support contracts are generally priced as a percentage of the net fees paid by the customer to access the license. We are unable to establish the SSP for our cloud licenses and on-premise licenses based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. As a result, the SSP for a cloud license and an on-premise license included in a contract with multiple performance obligations is generally determined by applying a residual approach whereby all other performance obligations within a contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to cloud license and on-premise license revenues.
Remaining Performance Obligations from Contracts with Customers
Trade receivables, net of allowance for credit losses, and deferred revenues are reported net of related uncollected deferred revenues in our consolidated balance sheets as of May 31, 2025 and 2024. The revenues recognized during the year ended May 31, 2025 and 2024 that were included in the opening deferred revenues balances as of May 31, 2024 and 2023 were approximately $9.3 billion and $9.0 billion, respectively. Revenues recognized from performance obligations satisfied in prior periods and impairment losses recognized on our receivables were immaterial during each year ended May 31, 2025, 2024 and 2023.
Remaining performance obligations represent contracted revenues that had not yet been recognized, and include deferred revenues; invoices that have been issued to customers but were uncollected and have not been recognized as revenues; and amounts that will be invoiced and recognized as revenues in future periods. We have elected the optional exemption to not disclose the variable consideration for contracts in which the variable consideration expected to be received over the duration of the contract is allocated entirely to the wholly unsatisfied performance obligations. The volumes and amounts of customer contracts that we book and total revenues that we recognize are impacted by a variety of seasonal factors and the timing of booking of large contracts. In each fiscal year, the amounts and volumes of contracting activity, other than the impact of booking of large contracts, and our total revenues are typically highest in our fourth fiscal quarter and lowest in our first fiscal quarter. These seasonal impacts and the timing of booking of large contracts influence how our remaining performance obligations change over time and, combined with foreign exchange rate fluctuations and other factors, influence the amount of remaining performance obligations that we report at a point in time. As of May 31, 2025, our remaining performance obligations were $137.8 billion, of which we expect to recognize approximately 33% as revenues over the next twelve months, 41% over the subsequent month 13 to month 36, 23% over the subsequent month 37 to month 60 and the remainder thereafter.
Sales of Financing Receivables
We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. During fiscal 2025, 2024 and 2023, $1.6 billion, $1.4 billion and $2.0 billion, respectively, of our financing receivables were sold to financial institutions.
Business Combinations
We apply the provisions of ASC 805, Business Combinations (ASC 805), in accounting for our acquisitions. ASC 805 requires that we evaluate whether a transaction pertains to an acquisition of assets, or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires us to recognize goodwill separately from the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the business acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the business acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of a business acquisition’s measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as termination and exit costs pursuant to ASC 420, Exit or Disposal Cost Obligations, and are accounted for separately from the business combination. A liability
for costs associated with an exit or disposal activity is recognized and measured at its fair value in our consolidated statement of operations in the period in which the liability is incurred.
For a given business acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. If we cannot reasonably determine the fair value of a non-income tax-related pre-acquisition contingency by the end of the measurement period, which is generally the case given the nature of such matters, we will recognize an asset or a liability for such pre-acquisition contingency if: (1) it is probable that an asset existed or a liability had been incurred at the business acquisition date and (2) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period or final determination of the net asset values for the business combination, whichever comes first, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position.
In addition, uncertain tax positions and tax-related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the business acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax-related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position.
Marketable and Non-Marketable Investments
In accordance with ASC 320, Investments—Debt Securities, and based on our intentions regarding these instruments, we classify substantially all of our marketable debt securities investments as available-for-sale. We carry these securities at fair value, and report the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for unrealized losses, if any, determined to be related to credit losses, which we record within non-operating income (expenses), net in the accompanying consolidated statements of operations. We periodically evaluate our investments to determine if impairment charges are required. All of our marketable debt securities investments are classified as current based on the nature of the investments and their availability for use in current operations.
Investments in equity securities, other than any equity method investments, are generally recorded at their fair values, if the fair values are readily determinable. Non-marketable equity securities for which the fair values are not readily determinable and where we do not have control of, nor significant influence in, the investee are recorded at cost, less any impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer with any gains or losses recorded as a component of non-operating income (expenses), net as of and for each reporting period. For investments through which we have significant influence in, but not control of, the investee, we account for such investments pursuant to the equity method of accounting whereby we record our proportionate share of the investee’s earnings or losses; amortization of differences between our investment basis and underlying equity in net assets of the investee, excluding the component representing goodwill; and impairment, if any, as a component of non-operating income (expenses), net for each reporting period.
Our investments in marketable debt and equity securities totaled $417 million and $207 million as of May 31, 2025 and 2024, respectively, and are included in current assets in the accompanying consolidated balance sheets.
Our non-marketable debt investments and equity securities and related instruments totaled $2.1 billion and $2.0 billion as of May 31, 2025 and 2024, respectively, and are included in other non-current assets in the accompanying consolidated balance sheets and are subject to periodic credit losses and impairment reviews. The majority of the non-marketable debt and equity investments held as of these dates were with Ampere Computing Holdings LLC (Ampere), a related party entity in which we have an ownership interest of approximately 29% as of May 31, 2025 and 2024. Our debt investments in Ampere are in the form of convertible debt which, under the terms of an
agreement with Ampere and other co-investors, will mature in June 2026 and are convertible into equity securities at the holder’s option under certain circumstances. During the fiscal year ended May 31, 2025, we invested an aggregate of $341 million in convertible debt instruments issued by Ampere. We follow the equity method of accounting for our investment in Ampere and our share of loss under the equity method of accounting is recorded in the non-operating income (expenses), net line item in our consolidated statements of operations. The total carrying value of our investments in Ampere after accounting for losses under the equity method of accounting was $1.6 billion and $1.5 billion as of May 31, 2025 and 2024, respectively. In accordance with the terms of an agreement with other co-investors, we are also a counterparty to certain put (exercisable by a co-investor) and call (exercisable by Oracle) options at prices of approximately $500 million to $1.5 billion, respectively, to acquire additional equity interests in Ampere from our co-investors through January 2027. On March 19, 2025, SoftBank Group Corp. announced that it had entered into an agreement with Ampere and its equity holders to acquire all of the equity interests of Ampere (the Ampere Acquisition). The transaction is subject to customary closing conditions, including regulatory approvals. When the Ampere Acquisition closes, we will cease to be an investor in Ampere. During the period prior to the closing of the Ampere Acquisition, we will continue to recognize our share of loss in Ampere’s net earnings until the closure of the acquisition.
Fair Values of Financial Instruments
We apply the provisions of ASC 820, Fair Value Measurement (ASC 820), to our assets and liabilities that we are required to measure at fair value pursuant to other accounting standards, including our investments in marketable debt and equity securities and our derivative financial instruments.
The additional disclosures regarding our fair value measurements are included in Note 3.
Allowances for Credit Losses
We record allowances for credit losses based upon a specific review of all significant outstanding invoices. For those invoices not specifically reviewed, provisions are provided at differing rates, based upon the age of the receivable, collection history and current and expected future economic conditions. We write-off a receivable and charge it against its recorded allowance when we have exhausted our collection efforts without success.
Concentrations of Credit Risk
Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, derivatives, trade receivables and non-marketable investments. Our cash and cash equivalents are generally held with large, diverse financial institutions worldwide to reduce the amount of exposure to any single financial institution. Investment policies have been implemented that limit purchases of marketable debt securities to investment-grade securities. Our derivative contracts are transacted with various financial institutions with high credit standings and any exposure to counterparty credit-related losses in these contracts is largely mitigated with collateral security agreements that provide for collateral to be received or posted when the net fair values of these contracts fluctuate from contractually established thresholds. We generally do not require collateral to secure accounts receivable. The risk with respect to trade receivables is mitigated by credit evaluations we perform on our customers, the short duration of our payment terms for the significant majority of our customer contracts and by the diversification of our customer base. No single customer accounted for 10% or more of our total revenues in fiscal 2025, 2024 or 2023. Refer to “Marketable and Non-Marketable Investments” above for additional information on our non-marketable investments.
We outsource the manufacturing, assembly and delivery of the substantial majority of our hardware products that we sell to our customers as well as use internally to deliver our cloud services to a variety of companies, many of which are located outside the U.S. Further, we have simplified our supply chain processes by reducing the number of third-party manufacturing partners and the number of locations where these third-party manufacturers build our hardware products. Any inability of these third-party manufacturing partners to deliver the contracted services for our hardware products could adversely impact future operating results of our cloud and license and hardware businesses.
Inventories
Inventories are stated at the lower of cost or net realizable value. We evaluate our ending inventories for estimated excess quantities and obsolescence. This evaluation includes analysis of sales levels by product and projections of future demand within specific time horizons. Inventories in excess of future demand are written down and charged to hardware expenses. In addition, we assess the impact of changing technology to our inventories and we write down inventories that are considered obsolete. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Inventories are included in prepaid expenses and other current assets in our consolidated balance sheets and totaled $303 million and $334 million as of May 31, 2025 and 2024, respectively.
Other Receivables
Other receivables represent value-added tax and sales tax receivables associated with the sale of our products and services to third parties. Other receivables are included in prepaid expenses and other current assets in our consolidated balance sheets and totaled $855 million and $821 million as of May 31, 2025 and 2024, respectively.
Deferred Sales Commissions
We defer sales commissions earned by our sales force that are considered to be incremental and recoverable costs of obtaining a cloud, license support and hardware support contract. Initial sales commissions for the majority of these aforementioned contracts are generally deferred and amortized on a straight-line basis over a period of benefit that we estimate to be four years. We determine the period of benefit by taking into consideration the historical and expected durations of our customer contracts, the expected useful lives of our technologies and other factors. Sales commissions for renewal contracts relating to certain of our cloud-based arrangements are generally deferred and then amortized on a straight-line basis over the related contractual renewal period, which is generally one to three years. Amortization of deferred sales commissions is included as a component of sales and marketing expenses in our consolidated statements of operations and asset balances for deferred sales commissions are included in other current assets and other non-current assets in our consolidated balance sheets.
Property, Plant and Equipment
Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of the assets, which range from one to 40 years. Finance lease Right-of-Use (ROU) assets are amortized over the lease term. Leasehold improvements are amortized over the lesser of the estimated useful lives of the improvements or the lease terms, as appropriate. Property, plant and equipment are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable at an appropriate asset or asset group level. We did not recognize any significant property impairment charges in fiscal 2025, 2024 or 2023.
Goodwill, Intangible Assets and Impairment Assessments
Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are itemized in Note 5 below and are amortized over their useful lives, which generally range from one to 10 years. At least annually, we assess the useful lives of our finite lived intangible assets and may adjust the period over which these assets are amortized whenever events or changes in circumstances indicate that a shorter amortization period is more reflective of the period in which these assets contribute to our cash flows.
The carrying amounts of our goodwill and intangible assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. When goodwill is assessed for impairment, we have the option to perform an assessment of qualitative factors of impairment (optional assessment) prior to necessitating a quantitative impairment test. Should the optional assessment be used for any given fiscal year, qualitative factors considered for a reporting unit include: cost factors; financial performance; legal, regulatory, contractual, political, business, or other factors; entity specific factors;
industry and market considerations; macroeconomic conditions; and other relevant events and factors affecting the reporting unit. If we determine in the qualitative assessment that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is then performed. Otherwise, no further testing is required. For those reporting units tested using a quantitative approach, we compare the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. To determine the fair value of each reporting unit we utilize estimates, judgments and assumptions including estimated future cash flows the reporting unit is expected to generate on a discounted basis; the discount rate used as a part of the discounted cash flow analysis; future economic and market conditions; and market comparables of peer companies, among others. If, as per the quantitative test, the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. Our most recent goodwill impairment analysis was performed on March 1, 2025 and did not result in a goodwill impairment charge. We did not recognize impairment charges in fiscal 2024 or 2023.
Recoverability of finite lived intangible assets is evaluated by comparison of the carrying amount of the asset to the future undiscounted cash flows that are expected to be generated by the lowest level associated asset grouping. Recoverability of indefinite lived intangible assets is evaluated by comparison of the carrying amount of the asset to its fair value. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. We did not recognize any intangible asset impairment charges in fiscal 2025, 2024 or 2023.
Derivative Financial Instruments
During fiscal 2025, 2024 and 2023, we used derivative financial instruments to manage foreign currency and interest rate risks. We do not use derivative financial instruments for trading purposes. We account for these instruments in accordance with ASC 815, Derivatives and Hedging (ASC 815), which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of each reporting date. ASC 815 also requires that changes in our derivatives’ fair values be recognized in earnings, unless specific hedge accounting and documentation criteria are met (i.e., the instruments are accounted for as certain types of hedges).
The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For a derivative instrument designated as a fair value hedge, loss or gain attributable to the risk being hedged is recognized in earnings in the period of change with a corresponding earnings offset recorded to the item for which the risk is being hedged. For a derivative instrument designated as a cash flow hedge, during each reporting period, we record the change in fair value of the derivative to accumulated other comprehensive loss (AOCL) in our consolidated balance sheets and the change is reclassified to earnings in the period the hedged item affects earnings.
Leases
We apply the provisions of ASC 842, Leases (ASC 842), in accounting for our leases. Accordingly, we determine if an arrangement is a lease at its inception. Lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. ROU assets related to our leases are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. Our lease terms that are used in determining our lease liabilities at lease inception may include options to extend or terminate the leases when it is reasonably certain that we will exercise such options. For operating leases, we generally recognize the lease expense on a straight-line basis over the lease term and classify both the ROU assets amortization and imputed interest as operating expenses. For finance leases, ROU assets are amortized on a straight-line basis over the lease term and are classified as operating expense and imputed interest is classified as interest expense. We have lease agreements with lease and non-lease components, and in such cases, we generally account for the components as a single lease component. We do not recognize lease assets and lease liabilities for any lease with an original lease term of less than one year. Abandoned operating leases are accounted for as ROU asset impairment charges pursuant to ASC 842.
ROU assets related to operating and finance leases are included in other non-current assets and property, plant and equipment, net, respectively; short-term operating and finance lease liabilities are included in other current liabilities; and long-term operating and finance lease liabilities are included in operating lease liabilities and other non-current liabilities, respectively, in our consolidated balance sheets.
Cash flow movements related to operating lease activities are included in operating cash flows and those related to finance leases are included in operating cash flows for the portion related to interest and in financing cash flows for the portion related to principal in our consolidated statements of cash flows for the years ended May 31, 2025, 2024 and 2023. Note 9 below provides additional information regarding our leases.
Legal and Other Contingencies
We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant matter and assess our potential financial exposure. Descriptions of our accounting policies associated with contingencies assumed as a part of a business combination are provided under “Business Combinations” above. For legal and other contingencies that are not a part of a business combination or related to income taxes, we accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. Note 15 below provides additional information regarding certain of our legal contingencies.
Foreign Currency
We transact business in various foreign currencies. In general, the functional currency of a foreign operation is the local country’s currency. Consequently, revenues and expenses of operations outside the U.S. are translated into U.S. Dollars using weighted-average exchange rates while assets and liabilities of operations outside the U.S. are translated into U.S. Dollars using exchange rates at the balance sheet dates. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of AOCL in the accompanying consolidated balance sheets and related periodic movements are summarized as a line item in our consolidated statements of comprehensive income. Net foreign exchange transaction losses included in non-operating income (expenses), net in the accompanying consolidated statements of operations were $147 million, $228 million and $249 million in fiscal 2025, 2024 and 2023, respectively.
Stock-Based Compensation
We account for share-based payments to employees, including grants of service-based restricted stock unit (RSU) awards, service-based employee stock options, performance-based stock options (PSOs) and purchases under employee stock purchase plans in accordance with ASC 718, Compensation—Stock Compensation, which requires that share-based payments (to the extent they are compensatory) be recognized in our consolidated statements of operations based on their fair values. We account for forfeitures of stock-based awards as they occur.
For our service-based stock awards, we recognize stock-based compensation expense on a straight-line basis over the service period of the award, which is generally four years.
For our PSOs, we recognize stock-based compensation expense on a straight-line basis for tranches that are probable of achievement over the longer of the (a) estimated implicit service period for performance-metric achievement or (b) derived service period for market-based metric achievement applicable for each tranche. During our interim and annual reporting periods, stock-based compensation expense is recorded based on expected attainment of performance targets. Changes in our estimates of the expected attainment of performance targets that result in a change in the number of shares that are expected to vest, or changes in our estimates of implicit service periods, may cause the amount of stock-based compensation expense that we record for each interim reporting period to vary. Any changes in estimates that impact our expectation of the number of shares that are expected to vest are reflected in the amount of stock-based compensation expense that we recognize for each PSO tranche on a cumulative catch-up basis during each interim reporting period in which such estimates are altered. Changes in estimates of the implicit service periods are recognized prospectively.
We record deferred tax assets for stock-based compensation awards that result in deductions on certain of our income tax returns based on the amount of stock-based compensation recognized in each reporting period and the fair values attributable to the vested portion of stock awards assumed in connection with a business combination at the statutory tax rates in the jurisdictions that we are able to recognize such tax deductions. The impacts of the actual tax deductions for stock-based awards that are realized in these jurisdictions are generally recognized in the reporting period that a restricted stock-based award vests or a stock option is exercised with any shortfall/windfall relative to the deferred tax asset established and recorded as a discrete detriment/benefit to our provision for income taxes in such period. Note 11 below provides additional information regarding our stock-based compensation plans and related expenses.
Research and Development Costs and Software Development Costs
Research and development costs are generally expensed as incurred in accordance with ASC 730, Research and Development. Software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed, and under ASC 350-40, Internal-Use Software, were not material to our consolidated financial statements in fiscal 2025, 2024 and 2023.
Acquisition Related and Other Expenses
Acquisition related and other expenses primarily consist of personnel-related costs for transitional and certain other employees, certain business combination adjustments, including adjustments after the measurement period has ended, and certain other operating items, net.
| Year Ended May 31, | ||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Transitional and other employee-related costs | $ | 3 | $ | 19 | $ | 77 | ||||||
| Business combination adjustments, net | (26 | ) | (12 | ) | 10 | |||||||
| Other, net | 98 | 307 | 103 | |||||||||
| Total acquisition related and other expenses | $ | 75 | $ | 314 | $ | 190 |
Non-Operating Income (Expenses), net
Non-operating income (expenses), net consists primarily of interest income, net foreign currency exchange losses, the noncontrolling interests in the net profits of our majority-owned subsidiaries (primarily Oracle Financial Services Software Limited and Oracle Corporation Japan), net losses related to marketable and non-marketable investments, including losses attributable to equity method investments (primarily Ampere) and net other income and expenses, including net unrealized gains and losses from our investment portfolio related to our deferred compensation plan and non-service net periodic pension income and losses.
| Year Ended May 31, | ||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Interest income | $ | 578 | $ | 451 | $ | 285 | ||||||
| Foreign currency losses, net | (147 | ) | (228 | ) | (249 | ) | ||||||
| Noncontrolling interests in income | (184 | ) | (186 | ) | (165 | ) | ||||||
| Losses from marketable and non-marketable investments, net | (278 | ) | (303 | ) | (327 | ) | ||||||
| Other income (expenses), net | 91 | 168 | (6 | ) | ||||||||
| Total non-operating income (expenses), net | $ | 60 | $ | (98 | ) | $ | (462 | ) |
Income Taxes
We account for income taxes in accordance with ASC 740, Income Taxes (ASC 740). Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax bases of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. We record a valuation allowance to reduce our deferred tax assets to the amount of future tax benefit that is more likely than not to be realized.
A two-step approach is applied pursuant to ASC 740 in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We recognize interest and penalties related to uncertain tax positions in our provision for income taxes line of our consolidated statements of operations.
A description of our accounting policies associated with tax-related contingencies and valuation allowances assumed as a part of a business combination is provided under “Business Combinations” above.
Recent Accounting Pronouncements
Income Taxes**:** In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which enhances the disclosures required for income taxes in our annual consolidated financial statements. ASU 2023-09 is effective for us for our annual reporting for fiscal 2026 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact of our pending adoption of ASU 2023-09 on our consolidated financial statements.
Income Statement**:** In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03) and also issued subsequent guidance clarifying the effective date of the initial guidance (collectively, Subtopic 220-40), which enhances the disclosures required for expense disaggregation in our annual and interim consolidated financial statements. This guidance is effective for us for our annual reporting for fiscal 2028 and for interim period reporting beginning in fiscal 2029 on a prospective basis. Both early adoption and retrospective application are permitted. We are currently evaluating the impact of our pending adoption of Subtopic 220-40 on our consolidated financial statements.
2.
CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES
Cash and cash equivalents primarily consist of deposits held at major banks, including time deposits, and money market funds with original maturities of 90 days or less. Marketable securities primarily consist of time deposits with original maturities at the time of purchase greater than 90 days.
The amortized principal amounts of our cash, cash equivalents and marketable securities approximated their fair values at May 31, 2025 and 2024. We use the specific identification method to determine any realized gains or losses from the sale of our marketable securities classified as available-for-sale. Such realized gains and losses were insignificant for fiscal 2025, 2024 and 2023. The following table summarizes the components of our cash equivalents and marketable securities held, substantially all of which were classified as available-for-sale:
| May 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
| Money market funds | $ | 2,220 | $ | 2,620 | ||||
| Time deposits and other | 585 | 310 | ||||||
| Total investments | $ | 2,805 | $ | 2,930 | ||||
| Investments classified as cash equivalents | $ | 2,388 | $ | 2,723 | ||||
| Investments classified as marketable securities | $ | 417 | $ | 207 |
As of May 31, 2025 and 2024, all of our marketable debt securities investments mature within one year. Our investment portfolio is subject to market risk due to changes in interest rates. As described above, we limit purchases of marketable debt securities to investment-grade securities, which have high credit ratings and also limit the amount of credit exposure to any one issuer. As stated in our investment policy, we are averse to principal loss and seek to preserve our invested funds by limiting default risk and market risk.
Restricted cash that was included within cash and cash equivalents as presented within our consolidated balance sheets as of May 31, 2025 and 2024 and our consolidated statements of cash flows for the years ended May 31, 2025, 2024 and 2023 was immaterial.
3.
FAIR VALUE MEASUREMENTS
We perform fair value measurements in accordance with ASC 820. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at their fair values, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions and risk of nonperformance.
ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or a liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value:
Level 1: quoted prices in active markets for identical assets or liabilities;
Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or
Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Our assets and liabilities measured at fair value on a recurring basis consisted of the following (Level 1 and Level 2 inputs are defined above):
| May 31, 2025 | May 31, 2024 | |||||||||||||||||||||||
| Fair Value Measurements Using Input Types | Fair Value Measurements Using Input Types | |||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Total | Level 1 | Level 2 | Total | ||||||||||||||||||
| Assets: | ||||||||||||||||||||||||
| Money market funds | $ | 2,220 | $ | — | $ | 2,220 | $ | 2,620 | $ | — | $ | 2,620 | ||||||||||||
| Time deposits and other | 59 | 526 | 585 | 48 | 262 | 310 | ||||||||||||||||||
| Derivative financial instruments | — | 54 | 54 | — | 179 | 179 | ||||||||||||||||||
| Total assets | $ | 2,279 | $ | 580 | $ | 2,859 | $ | 2,668 | $ | 441 | $ | 3,109 | ||||||||||||
| Liabilities: | ||||||||||||||||||||||||
| Derivative financial instruments | $ | — | $ | 26 | $ | 26 | $ | — | $ | 96 | $ | 96 |
Our valuation techniques used to measure the fair values of our instruments that were classified as Level 1 in the table above were derived from quoted market prices and active markets for these instruments that exist. Our valuation techniques used to measure the fair values of Level 2 instruments listed in the table above were derived from the following: non-binding market consensus prices that were corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data including reference rate yield curves, among others.
Based on the trading prices of the $90.3 billion and $86.5 billion of senior notes and other long-term borrowings and the related fair value hedges (refer to Note 6 for additional information) that we had outstanding as of May 31, 2025 and 2024, respectively, the estimated fair values of the senior notes and other long-term borrowings and the related fair value hedges using Level 2 inputs at May 31, 2025 and 2024 were $81.3 billion and $77.2 billion, respectively.
4.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net consisted of the following:
| Estimated | May 31, | |||||||||
| (Dollars in millions) | Useful Life | 2025 | 2024 | |||||||
| Computer, network, machinery and equipment | 1-6 years(2) | $ | 30,345 | $ | 20,989 | |||||
| Buildings and improvements | 1-40 years | 10,881 | 6,493 | |||||||
| Furniture, fixtures and other | 5-15 years | 466 | 463 | |||||||
| Land | — | 1,352 | 1,239 | |||||||
| Construction in progress(1) | — | 16,510 | 5,634 | |||||||
| Total property, plant and equipment | 1-40 years | 59,554 | 34,818 | |||||||
| Accumulated depreciation | (16,032 | ) | (13,282 | ) | ||||||
| Total property, plant and equipment, net | $ | 43,522 | $ | 21,536 |
(1)
Amounts primarily consist of computer equipment to be built and deployed at our data centers.
(2)
During the first quarter of fiscal 2025, we completed an assessment of the useful lives of our servers and networking equipment and increased the estimate of the useful lives from five years to six years, effective at the beginning of fiscal 2025.
5.
INTANGIBLE ASSETS AND GOODWILL
The changes in intangible assets for fiscal 2025 and the net book value of intangible assets as of May 31, 2025 and 2024 were as follows:
| Intangible Assets, Gross | Accumulated Amortization | Intangible Assets, Net | |||||||||||||||||||||||||||||||||||
| (in millions) | May 31, 2024 | Retirements | May 31, 2025 | May 31, 2024 | Expense | Retirements | May 31, 2025 | May 31, 2024 | May 31, 2025 | ||||||||||||||||||||||||||||
| Developed technology | $ | 4,235 | $ | (92 | ) | $ | 4,143 | $ | (2,959 | ) | $ | (642 | ) | $ | 92 | $ | (3,509 | ) | $ | 1,276 | $ | 634 | |||||||||||||||
| Cloud services and license support agreements and related relationships | 8,460 | (1,312 | ) | 7,148 | (5,609 | ) | (714 | ) | 1,312 | (5,011 | ) | 2,851 | 2,137 | ||||||||||||||||||||||||
| Cloud license and on-premise license agreements and related relationships | 2,563 | (41 | ) | 2,522 | (1,039 | ) | (462 | ) | 41 | (1,460 | ) | 1,524 | 1,062 | ||||||||||||||||||||||||
| Other | 3,533 | (710 | ) | 2,827 | (2,294 | ) | (489 | ) | 710 | (2,073 | ) | 1,239 | 754 | ||||||||||||||||||||||||
| Total intangible assets, net | $ | 18,791 | $ | (2,155 | ) | $ | 16,640 | $ | (11,901 | ) | $ | (2,307 | ) | $ | 2,155 | $ | (12,053 | ) | $ | 6,890 | $ | 4,587 |
As of May 31, 2025, estimated future amortization expenses related to intangible assets were as follows (in millions):
| Fiscal 2026 | $ | 1,639 | ||
| Fiscal 2027 | 672 | |||
| Fiscal 2028 | 635 | |||
| Fiscal 2029 | 561 | |||
| Fiscal 2030 | 522 | |||
| Thereafter | 558 | |||
| Total intangible assets, net | $ | 4,587 |
The changes in the carrying amounts of goodwill, which is generally not deductible for tax purposes, for our operating segments for fiscal 2025 and 2024 were as follows:
| (in millions) | Cloud and License | Hardware | Services | Total Goodwill | ||||||||||||
| Balances as of May 31, 2023 | $ | 57,060 | $ | 2,732 | $ | 2,469 | $ | 62,261 | ||||||||
| Goodwill adjustments, net(1) | 12 | — | (43 | ) | (31 | ) | ||||||||||
| Balances as of May 31, 2024 | 57,072 | 2,732 | 2,426 | 62,230 | ||||||||||||
| Goodwill adjustments, net(1) | (23 | ) | — | — | (23 | ) | ||||||||||
| Balances as of May 31, 2025 | $ | 57,049 | $ | 2,732 | $ | 2,426 | $ | 62,207 |
(1)
Amounts include any changes in goodwill balances for the period presented that resulted from foreign currency translations and certain other adjustments.
6.
NOTES PAYABLE AND OTHER BORROWINGS
Notes payable and other borrowings consisted of the following:
| May 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (Amounts in millions) | Date of Issuance | Amount | Effective Interest Rate | Amount | Effective Interest Rate | |||||||||
| Fixed-rate senior notes: | ||||||||||||||
| $2,000, 3.40%, due July 2024 | July 2014 | $ | — | N.A | $ | 2,000 | 3.43% | |||||||
| $2,000, 2.95%, due November 2024 | November 2017 | — | N.A | 2,000 | 3.01% | |||||||||
| $3,500, 2.50%, due April 2025 | April 2020 | — | N.A | 3,500 | 2.54% | |||||||||
| $2,500, 2.95%, due May 2025 | May 2015 | — | N.A | 2,500 | 3.05% | |||||||||
| €750, 3.125%, due July 2025(1)(2) | July 2013 | 841 | 3.17% | 808 | 3.17% | |||||||||
| $1,000, 5.80%, due November 2025 | November 2022 | 1,000 | 5.93% | 1,000 | 5.93% | |||||||||
| $2,750, 1.65%, due March 2026 | March 2021 | 2,750 | 1.67% | 2,750 | 1.67% | |||||||||
| $3,000, 2.65%, due July 2026 | July 2016 | 3,000 | 2.73% | 3,000 | 2.73% | |||||||||
| $2,250, 2.80%, due April 2027 | April 2020 | 2,250 | 2.87% | 2,250 | 2.87% | |||||||||
| $2,750, 3.25%, due November 2027 | November 2017 | 2,750 | 3.29% | 2,750 | 3.29% | |||||||||
| $2,000, 2.30%, due March 2028 | March 2021 | 2,000 | 2.36% | 2,000 | 2.36% | |||||||||
| $750, 4.50%, due May 2028 | February 2023 | 750 | 4.60% | 750 | 4.60% | |||||||||
| $1,500, 4.80%, due August 2028(4) | February 2025 | 1,500 | 4.94% | — | N.A | |||||||||
| $1,500, 4.20%, due September 2029(4) | September 2024 | 1,500 | 4.27% | — | N.A | |||||||||
| $1,250, 6.15%, due November 2029 | November 2022 | 1,250 | 6.21% | 1,250 | 6.21% | |||||||||
| $3,250, 2.95%, due April 2030 | April 2020 | 3,250 | 3.00% | 3,250 | 3.00% | |||||||||
| $750, 4.65%, due May 2030 | February 2023 | 750 | 4.75% | 750 | 4.75% | |||||||||
| $500, 3.25%, due May 2030 | May 2015 | 500 | 3.35% | 500 | 3.35% | |||||||||
| $3,250, 2.875%, due March 2031 | March 2021 | 3,250 | 2.92% | 3,250 | 2.92% | |||||||||
| $1,250, 5.25%, due February 2032(4) | February 2025 | 1,250 | 5.36% | — | N.A | |||||||||
| $2,250, 6.25%, due November 2032 | November 2022 | 2,250 | 6.32% | 2,250 | 6.32% | |||||||||
| $1,500, 4.90%, due February 2033 | February 2023 | 1,500 | 4.95% | 1,500 | 4.95% | |||||||||
| $1,750, 4.30%, due July 2034 | July 2014 | 1,750 | 4.30% | 1,750 | 4.30% | |||||||||
| $1,750, 4.70%, due September 2034(4) | September 2024 | 1,750 | 4.77% | — | N.A | |||||||||
| $1,250, 3.90%, due May 2035 | May 2015 | 1,250 | 4.00% | 1,250 | 4.00% | |||||||||
| $1,750, 5.50%, due August 2035(4) | February 2025 | 1,750 | 5.55% | — | N.A | |||||||||
| $1,250, 3.85%, due July 2036 | July 2016 | 1,250 | 3.89% | 1,250 | 3.89% | |||||||||
| $1,750, 3.80%, due November 2037 | November 2017 | 1,750 | 3.86% | 1,750 | 3.86% | |||||||||
| $1,250, 6.50%, due April 2038 | April 2008 | 1,250 | 6.51% | 1,250 | 6.51% | |||||||||
| $1,250, 6.125%, due July 2039 | July 2009 | 1,250 | 6.17% | 1,250 | 6.17% | |||||||||
| $3,000, 3.60%, due April 2040 | April 2020 | 3,000 | 3.64% | 3,000 | 3.64% | |||||||||
| $2,250, 5.375%, due July 2040 | July 2010 | 2,250 | 5.45% | 2,250 | 5.45% | |||||||||
| $2,250, 3.65%, due March 2041 | March 2021 | 2,250 | 3.72% | 2,250 | 3.72% | |||||||||
| $1,000, 4.50%, due July 2044 | July 2014 | 1,000 | 4.50% | 1,000 | 4.50% | |||||||||
| $2,000, 4.125%, due May 2045 | May 2015 | 2,000 | 4.20% | 2,000 | 4.20% | |||||||||
| $3,000, 4.00%, due July 2046 | July 2016 | 3,000 | 4.03% | 3,000 | 4.03% | |||||||||
| $2,250, 4.00%, due November 2047 | November 2017 | 2,250 | 4.05% | 2,250 | 4.05% | |||||||||
| $4,500, 3.60%, due April 2050 | April 2020 | 4,500 | 3.64% | 4,500 | 3.64% | |||||||||
| $3,250, 3.95%, due March 2051 | March 2021 | 3,250 | 3.98% | 3,250 | 3.98% | |||||||||
| $2,500, 6.90%, due November 2052 | November 2022 | 2,500 | 6.94% | 2,500 | 6.94% | |||||||||
| $2,250, 5.55%, due February 2053 | February 2023 | 2,250 | 5.62% | 2,250 | 5.62% |
| May 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (Amounts in millions) | Date of Issuance | Amount | Effective Interest Rate | Amount | Effective Interest Rate | |||||||||
| $1,750, 5.375%, due September 2054(4) | September 2024 | 1,750 | 5.43% | — | N.A | |||||||||
| $1,250, 4.375%, due May 2055 | May 2015 | 1,250 | 4.44% | 1,250 | 4.44% | |||||||||
| $1,750, 6.00%, due August 2055(4) | February 2025 | 1,750 | 6.04% | — | N.A | |||||||||
| $3,500, 3.85%, due April 2060 | April 2020 | 3,500 | 3.89% | 3,500 | 3.89% | |||||||||
| $1,500, 4.10%, due March 2061 | March 2021 | 1,500 | 4.13% | 1,500 | 4.13% | |||||||||
| $1,250, 5.50%, due September 2064(4) | September 2024 | 1,250 | 5.55% | — | N.A | |||||||||
| $1,000, 6.125%, due August 2065(4) | February 2025 | 1,000 | 6.17% | — | N.A | |||||||||
| Floating-rate senior notes: | ||||||||||||||
| $500, Compounded SOFR plus 0.76%, due August 2028(4) | February 2025 | 500 | 5.28% | — | N.A | |||||||||
| Term loan credit agreements: | ||||||||||||||
| $790, SOFR plus 1.70%, due August 2025(3) | August 2022 | — | N.A | 790 | 6.99% | |||||||||
| $170, SOFR plus 1.70%, due August 2025 | November 2022 | — | N.A | 170 | 6.98% | |||||||||
| $3,570, SOFR plus 1.70%, due August 2027(3) | August 2022 | — | N.A | 3,570 | 6.99% | |||||||||
| $1,100, SOFR plus 1.70%, due August 2027 | November 2022 | — | N.A | 1,100 | 6.98% | |||||||||
| $5,630, SOFR plus 1.35%, due August 2027(3) | June 2024 | 5,419 | 6.10% | — | N.A | |||||||||
| Commercial paper notes | 2,294 | 4.88% | 401 | 5.43% | ||||||||||
| Other borrowings due August 2025 | November 2016 | 113 | 3.53% | 113 | 3.53% | |||||||||
| Total senior notes and other borrowings | $ | 92,917 | $ | 87,202 | ||||||||||
| Unamortized discount/issuance costs | (348 | ) | (302 | ) | ||||||||||
| Hedge accounting fair value adjustments(2) | (1 | ) | (31 | ) | ||||||||||
| Total notes payable and other borrowings | $ | 92,568 | $ | 86,869 | ||||||||||
| Notes payable and other borrowings, current | $ | 7,271 | $ | 10,605 | ||||||||||
| Notes payable and other borrowings, non-current | $ | 85,297 | $ | 76,264 |
(1)
In July 2013, we issued €750 million of 3.125% senior notes due July 2025 (July 2025 Notes). Principal and unamortized discount/issuance costs for the July 2025 Notes in the table above were calculated using foreign currency exchange rates, as applicable, as of May 31, 2025 and May 31, 2024, respectively. The July 2025 Notes are registered and traded on the New York Stock Exchange.
(2)
In fiscal 2018 we entered into certain cross-currency interest rate swap agreements that have the economic effect of converting our fixed-rate, Euro-denominated debt, including annual interest payments and the payment of principal at maturity, to a variable-rate, U.S. Dollar-denominated debt of $871 million based on LIBOR. The effective interest rates as of May 31, 2025 and 2024 after consideration of the cross-currency interest rate swap agreements were 7.77% and 8.76%, respectively, for the July 2025 Notes. Refer to Note 1 for a description of our accounting for fair value hedges.
(3)
In fiscal 2023, we entered into certain interest rate swap agreements that have the economic effect of converting our $4.7 billion of floating-rate borrowings pursuant to the Term Loan Credit Agreement (defined below) until its repayment and subsequently, borrowings under the Term Loan Credit Agreement 2 (defined below) for the same amount to fixed-rate borrowings with a fixed annual interest rate of 3.07%, plus a margin depending on the credit rating assigned to our long-term senior unsecured debt, as further discussed below. The effective interest rates after consideration of the interest rate swap agreements were 4.74% for each of fiscal 2025 for borrowings under the Term Loan Credit Agreement 2 (defined below) and fiscal 2024 for borrowings under the Term Loan Credit Agreement. Refer to Note 1 for a description of our accounting for cash flow hedges.
(4)
In fiscal 2025, we issued $14.0 billion of senior notes and intend to use the net proceeds from the issuance of the senior notes to repay all or a portion of senior notes due between November 2024 and July 2026, and to pay accrued interest and any related premiums, fees and expenses in connection therewith; to make scheduled payments of principal and interest on borrowings under the Term Loan Credit Agreement 2 (defined below); to repay all or a portion of commercial paper notes outstanding; and to use any remaining net proceeds from the borrowing for general corporate purposes, which may include stock repurchases, payment of cash dividends on our common stock, repayment of other indebtedness and future acquisitions. The interest is payable semi-annually for the fixed-rate senior notes and quarterly for the floating-rate senior notes. We may redeem some or all of the fixed-rate senior notes of each series prior to their maturity, subject to certain restrictions, and the payment of an applicable make-whole premium in certain instances.
Future principal payments (adjusted for the effects of the cross-currency interest rate swap agreements associated with the July 2025 Notes) for all of our borrowings at May 31, 2025 were as follows (in millions):
| Fiscal 2026 | $ | 7,309 | ||
| Fiscal 2027 | 5,743 | |||
| Fiscal 2028 | 10,145 | |||
| Fiscal 2029 | 2,000 | |||
| Fiscal 2030 | 7,250 | |||
| Thereafter | 60,500 | |||
| Total | $ | 92,947 |
Senior Notes
Interest is payable semi-annually for the senior notes listed in the above table, except for the Euro Notes for which interest is payable annually and the floating-rate senior notes for which interest is payable quarterly. We may redeem some or all of the senior notes of each series prior to their maturity, subject to certain restrictions, and the payment of an applicable make-whole premium in certain instances except for the floating-rate senior notes, which may not be redeemed prior to their maturity.
The senior notes rank pari passu with all existing and future notes issued pursuant to our commercial paper program (see additional discussion regarding our commercial paper program below) and all existing and future unsecured senior indebtedness of Oracle Corporation, including the Revolving Credit Agreement and the Term Loan Credit Agreement 2, each as defined and described further below. All existing and future liabilities of the subsidiaries of Oracle Corporation are or will be effectively senior to the senior notes and Commercial Paper Notes (defined below), borrowings under the Term Loan Credit Agreement 2 (defined below) and any future borrowings pursuant to the Revolving Credit Agreement. We were in compliance with all debt-related covenants at May 31, 2025.
Revolving Credit Agreement
Our Revolving Credit Agreement provides for an unsecured $6.0 billion, five-year revolving credit facility (the Revolving Facility) to be used for our working capital purposes and for other general corporate purposes. Subject to certain conditions stated in the Revolving Credit Agreement, we may borrow, prepay and reborrow amounts under the Revolving Facility during the term of the Revolving Credit Agreement. All amounts borrowed under the Revolving Credit Agreement will become due on March 8, 2027, unless the commitments are terminated earlier either at our request or, if an event of default occurs, by the lenders (or automatically in the case of certain bankruptcy-related events). Interest is based on either (a) a Term SOFR-based formula plus a margin of 87.5 basis points to 150.0 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin up to 50.0 basis points, depending on the same such credit rating, each as set forth in the Revolving Credit Agreement. As of May 31, 2025 and 2024, we did not have any outstanding borrowing under the Revolving Credit Agreement.
Term Loan Credit Agreements
During fiscal 2023, pursuant to a term loan credit agreement (Term Loan Credit Agreement) providing for an aggregate term loan commitment of $5.6 billion, we borrowed $4.7 billion under term loan 1 facility (Term Loan 1 Facility) and $960 million under term loan 2 facility (Term Loan 2 Facility and, together with the Term Loan 1 Facility, the Term Loan Facilities).
The Term Loan Credit Agreement provided for repayment of borrowings under the Term Loan Facilities as follows:
an amount equal to the amount borrowed reduced by any prepayments multiplied by 1.25% on September 30, 2024 and quarterly thereafter until June 30, 2026;
an amount equal to the amount borrowed reduced by any prepayments multiplied by 2.50% on September 30, 2026 and quarterly thereafter until June 30, 2027; and
any remaining unpaid principal balance under the Term Loan 1 Facility will become fully due and payable on August 16, 2027 and any remaining unpaid principal balance under the Term Loan 2 Facility will become fully due and payable on August 16, 2025 (subject to any extension of the Term Loan 2 Facility termination date, as set out below), unless the outstanding loans are prepaid earlier at the request of Oracle or accelerated by the lenders if an event of default occurs.
Interest was based on either (a) a Term SOFR-based formula plus a margin of 147.5 basis points to 197.5 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin of 47.5 basis points to 97.5 basis points, depending on the same such credit rating, each as set forth in the Term Loan Credit Agreement.
We were in compliance with all covenants under the Term Loan Credit Agreement as of May 31, 2024.
On June 10, 2024, we terminated our Term Loan Credit Agreement and repaid the principal amount outstanding together with interest accrued up to the date of repayment. Simultaneously, we borrowed up to the maximum commitment amount of $5.6 billion pursuant to a term loan credit agreement (Term Loan Credit Agreement 2) executed on the same date. The critical terms of the Term Loan Credit Agreement 2 are similar to the critical terms of the Term Loan Credit Agreement, except for terms related to the interest, the consolidation of two term loan facilities under Term Loan Credit Agreement into a single facility under the Term Loan Credit Agreement 2 and the options to extend the Term Loan Credit Agreement 2. Interest is based on either (a) a Term SOFR-based formula plus a margin of 112.5 basis points to 162.5 basis points, depending on the credit rating assigned to our long-term senior unsecured debt, or (b) a Base Rate formula plus a margin of 12.5 basis points to 62.5 basis points, depending on the same such credit rating, each as set forth in the Term Loan Credit Agreement 2.
The Term Loan Credit Agreement 2 provides for repayment of borrowing as follows:
an amount equal to the amount borrowed reduced by any prepayments multiplied by 1.25% on September 30, 2024 and quarterly thereafter until June 30, 2026;
an amount equal to the amount borrowed reduced by any prepayments multiplied by 2.50% on September 30, 2026 and quarterly thereafter until June 30, 2027; and
any remaining unpaid principal balance under the Term Loan Credit Agreement 2 will become fully due and payable on August 16, 2027 (subject to any extension of the Term Loan Credit Agreement 2 termination date, as set out below), unless the outstanding loans are prepaid earlier at the request of Oracle or accelerated by the lenders if an event of default occurs.
The termination date of the Term Loan Credit Agreement 2 may be extended at our sole option by up to 2 years. The termination date of the Term Loan Credit Agreement 2 may also be further extended at each lender’s option by up to 2 years.
We were in compliance with all covenants under the Term Loan Credit Agreement 2 as of May 31, 2025.
Commercial Paper Program and Commercial Paper Notes
Our existing $6.0 billion commercial paper program allows us to issue and sell unsecured short-term promissory notes (Commercial Paper Notes) pursuant to a private placement exemption from the registration requirements under federal and state securities laws pursuant to dealer agreements with various banks and an Issuing and Paying Agency Agreement with Deutsche Bank Trust Company Americas.
There were $2.3 billion and $401 million of outstanding Commercial Paper Notes as of May 31, 2025 and 2024, respectively. We used the net proceeds from the issuance of commercial paper for general corporate purposes.
7.
RESTRUCTURING ACTIVITIES
Fiscal 2024 Oracle Restructuring Plan
During fiscal 2024, our management approved, committed to and initiated plans to restructure and further improve efficiencies in our operations due to our acquisitions and certain other operational activities (2024 Restructuring Plan). In fiscal 2025, our management supplemented the 2024 Restructuring Plan to reflect additional actions that we expected to take. Restructuring costs associated with the 2024 Restructuring Plan were recorded to the restructuring expense line item within our consolidated statements of operations as they were incurred. We recorded $314 million and $432 million of restructuring expenses in connection with the 2024 Restructuring Plan in fiscal 2025 and 2024, respectively. Actions pursuant to the 2024 Restructuring Plan were substantially complete as of May 31, 2025.
Fiscal 2022 Oracle Restructuring Plan
During fiscal 2022, our management approved, committed to and initiated plans to restructure and further improve efficiencies in our operations due to our acquisitions and certain other operational activities (2022 Restructuring Plan). In fiscal 2023, our management supplemented the 2022 Restructuring Plan to reflect additional actions that
we expected to take. Restructuring costs associated with the 2022 Restructuring Plan were recorded to the restructuring expense line item within our consolidated statements of operations as they were incurred. We recorded $493 million of restructuring expenses in connection with the 2022 Restructuring Plan in fiscal 2023. The total costs recorded in our consolidated statements of operations in connection with the 2022 Restructuring Plan were $716 million. Actions pursuant to the 2022 Restructuring Plan were substantially complete as of May 31, 2023.
Summary of All Plans
Fiscal 2025 Activity
| Accrued | Year Ended May 31, 2025 | Accrued | ||||||||||||||||||||||
| (in millions) | May 31, 2024**(2)** | Initial Costs**(3)** | Adj. to Cost**(4)** | Cash Payments | Others**(5)** | May 31, 2025**(2)** | ||||||||||||||||||
| Fiscal 2024 Oracle Restructuring Plan(1) | ||||||||||||||||||||||||
| Cloud and license | $ | 87 | $ | 115 | $ | (6 | ) | $ | (118 | ) | $ | 1 | $ | 79 | ||||||||||
| Hardware | 4 | 17 | — | (11 | ) | — | 10 | |||||||||||||||||
| Services | 12 | 37 | — | (28 | ) | 1 | 22 | |||||||||||||||||
| Other | 49 | 153 | (2 | ) | (142 | ) | 2 | 60 | ||||||||||||||||
| Total Fiscal 2024 Oracle Restructuring Plan | $ | 152 | $ | 322 | $ | (8 | ) | $ | (299 | ) | $ | 4 | $ | 171 | ||||||||||
| Total other restructuring plans(6) | $ | 84 | $ | — | $ | (15 | ) | $ | (29 | ) | $ | 1 | $ | 41 | ||||||||||
| Total restructuring plans | $ | 236 | $ | 322 | $ | (23 | ) | $ | (328 | ) | $ | 5 | $ | 212 |
Fiscal 2024 Activity
| Accrued | Year Ended May 31, 2024 | Accrued | ||||||||||||||||||||||
| (in millions) | May 31, 2023 | Initial Costs**(3)** | Adj. to Cost**(4)** | Cash Payments | Others**(5)** | May 31, 2024**(2)** | ||||||||||||||||||
| Fiscal 2024 Oracle Restructuring Plan(1) | ||||||||||||||||||||||||
| Cloud and license | $ | — | $ | 204 | $ | (9 | ) | $ | (108 | ) | $ | — | $ | 87 | ||||||||||
| Hardware | — | 9 | — | (5 | ) | — | 4 | |||||||||||||||||
| Services | — | 46 | (1 | ) | (33 | ) | — | 12 | ||||||||||||||||
| Other | — | 188 | (5 | ) | (134 | ) | — | 49 | ||||||||||||||||
| Total Fiscal 2024 Oracle Restructuring Plan | $ | — | $ | 447 | $ | (15 | ) | $ | (280 | ) | $ | — | $ | 152 | ||||||||||
| Total other restructuring plans(6) | $ | 199 | $ | — | $ | (28 | ) | $ | (89 | ) | $ | 2 | $ | 84 | ||||||||||
| Total restructuring plans | $ | 199 | $ | 447 | $ | (43 | ) | $ | (369 | ) | $ | 2 | $ | 236 |
Fiscal 2023 Activity
| Accrued | Year Ended May 31, 2023 | Accrued | ||||||||||||||||||||||
| (in millions) | May 31, 2022 | Initial Costs**(3)** | Adj. to Cost**(4)** | Cash Payments | Others**(5)** | May 31, 2023 | ||||||||||||||||||
| Fiscal 2022 Oracle Restructuring Plan(1) | ||||||||||||||||||||||||
| Cloud and license | $ | 34 | $ | 288 | $ | (6 | ) | $ | (218 | ) | $ | 1 | $ | 99 | ||||||||||
| Hardware | 7 | 18 | — | (18 | ) | (1 | ) | 6 | ||||||||||||||||
| Services | 9 | 28 | — | (19 | ) | (1 | ) | 17 | ||||||||||||||||
| Other | 10 | 162 | 3 | (141 | ) | 1 | 35 | |||||||||||||||||
| Total Fiscal 2022 Oracle Restructuring Plan | $ | 60 | $ | 496 | $ | (3 | ) | $ | (396 | ) | $ | — | $ | 157 | ||||||||||
| Total other restructuring plans(6) | $ | 71 | $ | 1 | $ | (4 | ) | $ | (22 | ) | $ | (4 | ) | $ | 42 | |||||||||
| Total restructuring plans | $ | 131 | $ | 497 | $ | (7 | ) | $ | (418 | ) | $ | (4 | ) | $ | 199 |
(1)
Restructuring costs recorded to each of the operating segments presented primarily related to employee severance costs. Other restructuring costs represented employee severance costs not related to our operating segments and certain other restructuring plan costs.
(2)
As of May 31, 2025 and 2024, substantially all restructuring liabilities have been recorded in other current liabilities within our consolidated balance sheets.
(3)
Costs recorded for the respective restructuring plans during the period presented.
(4)
All plan adjustments were changes in estimates whereby increases and decreases in costs were generally recorded to operating expenses in the period of adjustments.
(5)
Represents foreign currency translation and certain other non-cash adjustments.
(6)
Other restructuring plans presented in the tables above included condensed information for other Oracle based plans and other plans associated with certain of our acquisitions whereby we continued to make cash outlays to settle obligations under these plans during the periods presented but for which the periodic impact to our consolidated statements of operations was not significant.
8.
DEFERRED REVENUES
Deferred revenues consisted of the following:
| May 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
| Cloud services and license support | $ | 8,270 | $ | 8,203 | ||||
| Hardware | 614 | 546 | ||||||
| Services | 464 | 512 | ||||||
| Cloud license and on-premise license | 39 | 52 | ||||||
| Deferred revenues, current | 9,387 | 9,313 | ||||||
| Deferred revenues, non-current (in other non-current liabilities) | 1,346 | 1,233 | ||||||
| Total deferred revenues | $ | 10,733 | $ | 10,546 |
Deferred cloud services and license support revenues and deferred hardware revenues substantially represent customer payments made in advance for cloud or support contracts that are typically billed in advance with corresponding revenues generally being recognized ratably or based upon customer usage over the respective contractual periods. Deferred services revenues include prepayments for our services business and revenues for these services are generally recognized as the services are performed. Deferred cloud license and on-premise license revenues typically resulted from customer payments that related to undelivered products and services or specified enhancements.
9.
LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES
Leases
We have operating and finance leases that primarily relate to certain of our data centers and facilities. As of May 31, 2025, our leases substantially have remaining terms of one year to fifteen years, some of which include options to extend and/or terminate the leases.
The components of lease expense were as follows:
| Year Ended May 31, | ||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Operating lease cost | $ | 1,716 | $ | 1,159 | $ | 883 | ||||||
| Finance lease cost: | ||||||||||||
| Amortization of ROU assets | $ | 48 | $ | — | $ | — | ||||||
| Interest on lease liabilities | 38 | — | — | |||||||||
| Total finance lease cost | $ | 86 | $ | — | $ | — |
Supplemental balance sheet information related to operating leases was as follows:
| As of May 31, | ||||||||
| (Dollars in millions) | 2025 | 2024 | ||||||
| Operating lease ROU assets | $ | 13,145 | $ | 7,290 | ||||
| Operating lease liabilities: | ||||||||
| Operating lease liabilities, current | $ | 1,914 | $ | 1,290 | ||||
| Operating lease liabilities, non-current | 11,536 | 6,255 | ||||||
| Total operating lease liabilities | $ | 13,450 | $ | 7,545 | ||||
| Weighted average remaining lease term | 10 years | 9 years | ||||||
| Weighted average discount rate | 5.3% | 5.1% |
Supplemental cash flow information related to operating leases was as follows:
| Year Ended May 31, | ||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | $ | 1,685 | $ | 1,168 | $ | 894 | ||||||
| ROU assets obtained in exchange for operating lease obligations | $ | 6,970 | $ | 4,246 | $ | 1,957 |
As of May 31, 2025, ROU assets, net of $55 million of accumulated depreciation, current lease liabilities and non-current lease liabilities for our finance leases were $2.9 billion, $257 million and $2.7 billion, respectively. In fiscal 2025, we recorded finance lease ROU assets of $2.9 billion in exchange for finance lease obligations. Cash paid for amounts included in the measurement of finance lease liabilities was $27 million in fiscal 2025. As of May 31, 2025, the weighted average remaining lease term for finance leases was approximately fifteen years and the weighted average discount rate used for calculating finance lease obligations was 5.5%. We had no finance leases for the year ended and as of May 31, 2024.
Maturities of lease liabilities were as follows as of May 31, 2025 (in millions):
| Operating Leases | Finance Leases | |||||||
| Fiscal 2026 | $ | 1,964 | $ | 266 | ||||
| Fiscal 2027 | 1,869 | 249 | ||||||
| Fiscal 2028 | 1,795 | 256 | ||||||
| Fiscal 2029 | 1,702 | 264 | ||||||
| Fiscal 2030 | 1,661 | 272 | ||||||
| Thereafter | 8,692 | 3,104 | ||||||
| Total lease payments | 17,683 | 4,411 | ||||||
| Less: imputed interest | (4,233 | ) | (1,477 | ) | ||||
| Total lease liability | $ | 13,450 | $ | 2,934 |
As of May 31, 2025, we have $43.4 billion of additional lease commitments, primarily for data centers, that are generally expected to commence between fiscal 2026 and fiscal 2028 and for terms of ten to sixteen years that were not reflected on our consolidated balance sheet as of May 31, 2025 or in the maturities table above.
Unconditional Obligations
In the ordinary course of business, we enter into certain unconditional purchase obligations with our suppliers, which are agreements that are enforceable and legally binding and specify terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the payment. Certain routine arrangements that are entered into in the ordinary course of business are not included in the amounts below, as they are generally entered into in order to secure pricing or other negotiated terms and are difficult to quantify in a meaningful way or are for terms of less than one year.
As of May 31, 2025, our unconditional purchase and certain other obligations were as follows (in millions):
| Fiscal 2026 | $ | 947 | ||
| Fiscal 2027 | 401 | |||
| Fiscal 2028 | 267 | |||
| Fiscal 2029 | 262 | |||
| Fiscal 2030 | 122 | |||
| Thereafter | 227 | |||
| Total | $ | 2,226 |
As described in Note 6 above, as of May 31, 2025 we have senior notes and other borrowings that mature at various future dates and derivative financial instruments outstanding that we leverage to manage certain risks and exposures.
Guarantees
Our cloud, license and hardware sales agreements generally include certain provisions for indemnifying customers against liabilities if our products infringe a third party’s intellectual property rights. To date, we have not incurred any material costs as a result of such indemnifications and have not accrued any material liabilities related to such obligations in our consolidated financial statements. Certain of our sales agreements also include provisions indemnifying customers against liabilities in the event we breach confidentiality or service level requirements. It is not possible to determine the maximum potential amount under these indemnification agreements due to our limited and infrequent history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.
Our Oracle Cloud Services agreements generally include a warranty that the cloud services will be performed in all material respects as defined in the agreement during the service period. Our license and hardware agreements also
generally include a warranty that our products will substantially operate as described in the applicable program documentation for a period of one year after delivery. We also warrant that services we perform will be provided in a manner consistent with industry standards for a period of 90 days from performance of the services.
10.
STOCKHOLDERS’ EQUITY
Common Stock Repurchases
Our Board of Directors (the Board) has approved a program for us to repurchase shares of our common stock. As of May 31, 2025, approximately $6.4 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 3.9 million shares for $600 million, 10.6 million shares for $1.2 billion and 17.0 million shares for $1.3 billion in fiscal 2025, 2024 and 2023, respectively, under the stock repurchase program.
Our stock repurchase authorization does not have an expiration date and the pace of our repurchase activity will depend on factors such as our working capital needs, our cash requirements for acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases or pursuant to a Rule 10b5-1 trading plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.
Dividends on Common Stock
During fiscal 2025, 2024 and 2023, the Board declared cash dividends of $1.70, $1.60 and $1.36 per share of our outstanding common stock, respectively, which we paid during the same period.
In June 2025, the Board declared a quarterly cash dividend of $0.50 per share of our outstanding common stock. The dividend is payable on July 24, 2025 to stockholders of record as of the close of business on July 10, 2025. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of the Board.
Accumulated Other Comprehensive Loss
The following table summarizes, as of each balance sheet date, the components of our AOCL, net of income taxes:
| May 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
| Foreign currency translation losses | $ | (1,334 | ) | $ | (1,703 | ) | ||
| Unrealized gains on defined benefit plans, net | 105 | 92 | ||||||
| Unrealized gains on cash flow hedges, net | 54 | 179 | ||||||
| Total accumulated other comprehensive loss | $ | (1,175 | ) | $ | (1,432 | ) |
11.
EMPLOYEE BENEFIT PLANS
Stock-Based Compensation Plans
Stock Plans
In fiscal 2021, we adopted the 2020 Equity Incentive Plan to replace the Amended and Restated 2000 Long-Term Equity Incentive Plan (the 2000 Plan) which provides for the issuance of long-term performance awards, including restricted stock-based awards, non-qualified stock options and incentive stock options, as well as stock purchase rights and stock appreciation rights, to our eligible employees, officers and directors who are also employees or consultants, independent consultants and advisers. In fiscal 2022 and 2024, our stockholders, upon the recommendation of the Board, approved the adoption of the Amended and Restated 2020 Equity Incentive Plan (as amended and restated, the 2020 Plan and, together with the 2000 Plan, the Plans), which increased the number of authorized shares of stock that may be issued under the 2020 Plan by 300 million shares and 350 million shares, respectively. Approximately 381 million shares of common stock were available for future awards under the 2020 Plan as of May 31, 2025. Under the 2020 Plan, for each share granted as a full value award in the form of a RSU or a performance-based restricted stock award, an equivalent of 2.5 shares is deducted from our pool of shares available for grant.
As of May 31, 2025, 113 million unvested restricted stock units (RSUs), 34 million PSOs (of which 12 million shares were vested) and service-based stock options (SOs) to purchase 7 million shares of common stock, substantially all of which were vested, were outstanding under the Plans. To date, we have not issued any stock purchase rights or stock appreciation rights under either of the Plans.
The vesting schedule for all awards granted under the Plans is established by the Compensation Committee of the Board (the Compensation Committee). RSUs generally require service-based vesting of 25% annually over four years. SOs were previously granted under the 2000 Plan at not less than fair market value, become exercisable generally 25% annually over four years of service, and generally expire 10 years from the date of grant.
PSOs granted under the 2000 Plan to our Chief Executive Officer and Chief Technology Officer in fiscal 2018 consisted of seven numerically equivalent vesting tranches that potentially could vest. One tranche, which was based solely on the attainment of a market-based metric, was achieved and vested in fiscal 2022. Each of the remaining six tranches required the attainment of both a performance metric and a market capitalization metric by May 31, 2022, which was subsequently extended by three additional fiscal years to May 31, 2025 via an amendment approved by the Compensation Committee during fiscal 2022. Stock-based compensation expense was recognized starting at the time each vesting tranche becomes probable of achievement over the longer of the estimated implicit service period or derived service period. Stock-based compensation associated with a vesting tranche where vesting is no longer determined to be probable is reversed on a cumulative basis and is no longer prospectively recognized in the period when such a determination is made.
The Compensation Committee certified that all six market capitalization goals have been achieved. Additionally:
One operational performance goal was achieved in fiscal 2023 and one tranche vested in fiscal 2024;
One operational performance goal was achieved in fiscal 2024 and one tranche vested in fiscal 2025;
Two operational performance goals were achieved in fiscal 2025, but the Compensation Committee has not yet certified the achievement of these performance goals and accordingly, two tranches were outstanding and not yet vested as of May 31, 2025; and
Two operational performance goals were not achieved in fiscal 2025. The Compensation Committee has not yet deemed the remaining two tranches as forfeited and these tranches were outstanding as of May 31, 2025.
The 1993 Directors’ Stock Plan (the Directors’ Plan) provides for the issuance of RSUs and other stock-based awards, including non-qualified stock options, to non-employee directors. The Directors’ Plan has from time to time been amended and restated. Under the terms of the Directors’ Plan, 10 million shares of common stock are reserved for issuance (including a fiscal 2013 amendment to increase the number of shares of our common stock reserved for issuance by 2 million shares). Currently, we only grant RSUs that vest fully on the one-year anniversary of the date
of grant. In fiscal 2016, the Directors’ Plan was amended to permit the Compensation Committee to determine the amount and form of automatic grants of stock awards, if any, to each non-employee director upon first becoming a director and thereafter on an annual basis, as well as automatic grants for chairing certain Board committees, subject to certain stockholder approved limitations set forth in the Directors’ Plan. In fiscal 2020, the Compensation Committee reduced the maximum value of the annual automatic RSU grants to each non-employee director to $350,000 and eliminated all equity grants for chairing Board committees. As of May 31, 2025, approximately 21,000 unvested RSUs were outstanding under the Directors’ Plan. As of May 31, 2025, approximately 1 million shares were available for future stock awards under this plan.
The following table summarizes restricted stock-based award activity granted pursuant to Oracle-based stock plans for our last three fiscal years ended May 31, 2025:
| Restricted Stock-Based Awards Outstanding | ||||||||
| (in millions, except fair value) | Number of Shares | Weighted-Average Grant Date Fair Value | ||||||
| Balance, May 31, 2022 | 128 | $ | 68.34 | |||||
| Granted | 76 | $ | 66.67 | |||||
| Assumed | 5 | $ | 69.02 | |||||
| Vested and issued | (46 | ) | $ | 62.97 | ||||
| Canceled | (11 | ) | $ | 69.25 | ||||
| Balance, May 31, 2023 | 152 | $ | 69.09 | |||||
| Granted | 47 | $ | 110.26 | |||||
| Vested and issued | (53 | ) | $ | 66.97 | ||||
| Canceled | (8 | ) | $ | 77.52 | ||||
| Balance, May 31, 2024 | 138 | $ | 83.43 | |||||
| Granted | 38 | $ | 159.11 | |||||
| Vested and issued | (52 | ) | $ | 78.30 | ||||
| Canceled | (7 | ) | $ | 99.44 | ||||
| Balance, May 31, 2025 | 117 | $ | 108.91 |
The total grant date fair values of restricted stock-based awards that were vested and issued in fiscal 2025, 2024 and 2023 were $4.0 billion, $3.5 billion and $2.9 billion, respectively. As of May 31, 2025, total unrecognized stock-based compensation expense related to non-vested restricted stock-based awards was $9.3 billion and is expected to be recognized over the remaining weighted-average vesting period of 2.69 years.
The following table summarizes stock option activity, including SOs and PSOs, and includes awards granted pursuant to the Plans and stock plans assumed from our acquisitions for our last three fiscal years ended May 31, 2025:
| Options Outstanding | ||||||||
| (in millions, except exercise price) | Shares Under Stock Option | Weighted-Average Exercise Price | ||||||
| Balance, May 31, 2022 | 97 | $ | 40.70 | |||||
| Granted and assumed | — | $ | — | |||||
| Exercised | (33 | ) | $ | 31.37 | ||||
| Balance, May 31, 2023 | 64 | $ | 45.42 | |||||
| Granted and assumed | 2 | $ | 113.91 | |||||
| Exercised | (15 | ) | $ | 34.84 | ||||
| Balance, May 31, 2024 | 51 | $ | 51.05 | |||||
| Granted | — | $ | — | |||||
| Exercised | (10 | ) | $ | 44.84 | ||||
| Balance, May 31, 2025 | 41 | $ | 52.58 |
Stock options outstanding that have vested and that are expected to vest as of May 31, 2025 were as follows:
| Outstanding Stock Options (in millions) | Weighted-Average Exercise Price | Weighted-Average Remaining Contract Term (in years) | Aggregate Intrinsic Value**(1)****(in millions)** | |||||||||||||
| Vested | 19 | $ | 48.46 | 0.86 | $ | 2,230 | ||||||||||
| Expected to vest(2) | 11 | $ | 57.10 | 0.91 | 1,198 | |||||||||||
| Total | 30 | $ | 51.63 | 0.88 | $ | 3,428 |
(1)
The aggregate intrinsic value was calculated based on the gross difference between our closing stock price on the last trading day of fiscal 2025 of $165.53 and the exercise prices for all “in-the-money” options outstanding, excluding tax effects.
(2)
The unrecognized compensation expense calculated under the fair value method for shares expected to vest as of May 31, 2025 was approximately $24 million and is expected to be recognized over a weighted-average period of 4.83 years. Approximately 11 million shares outstanding as of May 31, 2025 were not expected to vest.
Stock-Based Compensation Expense and Valuations of Restricted Stock-Based Awards
We estimated the fair values of our restricted stock-based awards that are solely subject to service-based vesting requirements based upon their market values as of the grant dates, discounted for the present values of expected dividends.
Stock-based compensation expense was included in the following operating expense line items in our consolidated statements of operations:
| Year Ended May 31, | ||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Cloud services and license support | $ | 609 | $ | 525 | $ | 435 | ||||||
| Hardware | 29 | 23 | 18 | |||||||||
| Services | 202 | 167 | 137 | |||||||||
| Sales and marketing | 757 | 667 | 611 | |||||||||
| Research and development | 2,638 | 2,225 | 1,983 | |||||||||
| General and administrative | 439 | 367 | 363 | |||||||||
| Total stock-based compensation | $ | 4,674 | $ | 3,974 | $ | 3,547 | ||||||
| Estimated income tax benefit included in provision for income taxes | (1,050 | ) | (913 | ) | (802 | ) | ||||||
| Total stock-based compensation, net of estimated income tax benefit | $ | 3,624 | $ | 3,061 | $ | 2,745 |
Tax Benefits from Exercises of Stock Options and Vesting of Restricted Stock-Based Awards
Total cash received as a result of stock option exercises was approximately $448 million, $545 million and $1.0 billion for fiscal 2025, 2024 and 2023, respectively. The total aggregate intrinsic value of restricted stock-based awards that vested and were issued and stock options that were exercised was $9.0 billion, $7.4 billion and $5.1 billion for fiscal 2025, 2024 and 2023. In connection with the vesting and issuance of restricted stock-based awards and stock options that were exercised, the tax benefits realized by us were $2.1 billion, $1.7 billion and $1.2 billion for fiscal 2025, 2024 and 2023, respectively.
Employee Stock Purchase Plan
We have an Employee Stock Purchase Plan (Purchase Plan) that allows employees to purchase shares of common stock at a price per share that is 95% of the fair market value of Oracle stock as of the end of the semi-annual option period. As of May 31, 2025, 34 million shares were reserved for future issuances under the Purchase Plan. We issued approximately 1 million shares in fiscal 2025 and 2 million shares in each of fiscal 2024 and 2023 under the Purchase Plan.
Defined Contribution and Other Postretirement Plans
We offer various defined contribution plans for our U.S. and non-U.S. employees. Total defined contribution plan expense was $485 million, $468 million and $470 million for fiscal 2025, 2024 and 2023, respectively. In the U.S., regular employees can participate in the Oracle Corporation 401(k) Savings and Investment Plan (Oracle 401(k) Plan). Participants can generally contribute up to 40% of their eligible compensation on a per-pay-period basis as defined by the Oracle 401(k) Plan document or by the section 402(g) limit as defined by the U.S. Internal Revenue Service (IRS). We match a portion of employee contributions, currently 50% up to 6% of compensation each pay period, subject to maximum aggregate matching amounts. Our contributions to the Oracle 401(k) Plan, net of forfeitures, were $206 million, $200 million and $198 million in fiscal 2025, 2024 and 2023, respectively.
We also offer non-qualified deferred compensation plans to certain employees whereby they may defer a portion of their annual base and/or variable compensation until retirement or a date specified by the employee in accordance with the plans. Deferred compensation plan assets and liabilities were each approximately $1.1 billion and approximately $988 million as of May 31, 2025 and 2024, respectively, and were presented in other non-current assets and other non-current liabilities in the accompanying consolidated balance sheets.
We sponsor certain defined benefit pension plans that are offered primarily by certain of our foreign subsidiaries. Many of these plans were assumed through our acquisitions or are required by local regulatory requirements. We may deposit funds for these plans with insurance companies, third-party trustees, or into government-managed accounts consistent with local regulatory requirements, as applicable. Our total defined benefit plan pension expenses were $69 million, $71 million and $78 million for fiscal 2025, 2024 and 2023, respectively. The aggregate projected benefit obligation and aggregate net liability (funded status, which is substantially included in other non-current liabilities in our consolidated balance sheets) of our defined benefit plans as of May 31, 2025 were $1.1 billion and $350 million, respectively, and as of May 31, 2024 were $997 million and $313 million, respectively.
12.
INCOME TAXES
Our effective tax rates for each of the periods presented are the result of the mix of income earned and losses incurred in various tax jurisdictions that apply a broad range of income tax rates. Our provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate for fiscal 2025, 2024 and 2023 primarily due to earnings in foreign operations, state taxes, the U.S. research and development tax credit, settlements with tax authorities, the tax effects of stock-based compensation, the Foreign Derived Intangible Income deduction and the tax effect of Global Intangible Low-Taxed Income (GILTI).
The following is a geographical breakdown of income before income taxes:
| Year Ended May 31, | ||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Domestic | $ | 4,376 | $ | 3,023 | $ | 1,492 | ||||||
| Foreign | 9,784 | 8,718 | 7,634 | |||||||||
| Income before income taxes | $ | 14,160 | $ | 11,741 | $ | 9,126 |
The provision for income taxes consisted of the following:
| Year Ended May 31, | ||||||||||||
| (Dollars in millions) | 2025 | 2024 | 2023 | |||||||||
| Current provision: | ||||||||||||
| Federal | $ | 1,172 | $ | 999 | $ | 625 | ||||||
| State | 196 | 420 | 398 | |||||||||
| Foreign | 1,986 | 1,994 | 1,767 | |||||||||
| Total current provision | $ | 3,354 | $ | 3,413 | $ | 2,790 | ||||||
| Deferred benefit: | ||||||||||||
| Federal | $ | (2,208 | ) | $ | (2,020 | ) | $ | (2,193 | ) | |||
| State | (202 | ) | (280 | ) | (398 | ) | ||||||
| Foreign | 773 | 161 | 424 | |||||||||
| Total deferred benefit | $ | (1,637 | ) | $ | (2,139 | ) | $ | (2,167 | ) | |||
| Total provision for income taxes | $ | 1,717 | $ | 1,274 | $ | 623 | ||||||
| Effective income tax rate | 12.1% | 10.9% | 6.8% |
The provision for income taxes differed from the amount computed by applying the federal statutory rate to our income before income taxes as follows:
| Year Ended May 31, | ||||||||||||
| (Dollars in millions) | 2025 | 2024 | 2023 | |||||||||
| U.S. federal statutory tax rate | 21.0% | 21.0% | 21.0% | |||||||||
| Tax provision at statutory rate | $ | 2,974 | $ | 2,466 | $ | 1,917 | ||||||
| Foreign earnings at other than U.S. rates | (381 | ) | (262 | ) | (357 | ) | ||||||
| State tax expense, net of federal benefit | 128 | 81 | 41 | |||||||||
| Settlements and releases from judicial decisions and statute expirations, net | (149 | ) | (124 | ) | (552 | ) | ||||||
| Tax contingency interest accrual, net | 322 | 157 | 101 | |||||||||
| Domestic tax contingency, net | 75 | 131 | 28 | |||||||||
| Federal research and development credit | (411 | ) | (372 | ) | (280 | ) | ||||||
| Stock-based compensation | (801 | ) | (624 | ) | (322 | ) | ||||||
| Realization of a one-time tax attribute | — | (235 | ) | — | ||||||||
| Other, net | (40 | ) | 56 | 47 | ||||||||
| Total provision for income taxes | $ | 1,717 | $ | 1,274 | $ | 623 |
The components of our deferred tax assets and liabilities were as follows:
| May 31, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
| Deferred tax assets: | ||||||||
| Accruals and allowances | $ | 790 | $ | 708 | ||||
| Employee compensation and benefits | 1,068 | 929 | ||||||
| Differences in timing of revenue recognition | 894 | 781 | ||||||
| Lease liabilities | 3,279 | 1,553 | ||||||
| Basis of property, plant and equipment and intangible assets | 7,800 | 9,315 | ||||||
| Capitalized research and development | 4,153 | 2,574 | ||||||
| Tax credit and net operating loss carryforwards | 5,857 | 5,695 | ||||||
| Other | — | 15 | ||||||
| Total deferred tax assets | 23,841 | 21,570 | ||||||
| Valuation allowance | (1,962 | ) | (1,898 | ) | ||||
| Total deferred tax assets, net | 21,879 | 19,672 | ||||||
| Deferred tax liabilities: | ||||||||
| Unrealized gain on stock | (79 | ) | (79 | ) | ||||
| Acquired intangible assets | (920 | ) | (1,425 | ) | ||||
| GILTI deferred | (6,949 | ) | (7,759 | ) | ||||
| ROU assets | (3,207 | ) | (1,503 | ) | ||||
| Withholding taxes on foreign earnings | (364 | ) | (325 | ) | ||||
| Other | (112 | ) | — | |||||
| Total deferred tax liabilities | (11,631 | ) | (11,091 | ) | ||||
| Net deferred tax assets | $ | 10,248 | $ | 8,581 | ||||
| Recorded as: | ||||||||
| Non-current deferred tax assets | $ | 11,877 | $ | 12,273 | ||||
| Non-current deferred tax liabilities | (1,629 | ) | (3,692 | ) | ||||
| Net deferred tax assets | $ | 10,248 | $ | 8,581 |
We provide for U.S. income taxes on the undistributed earnings and the other outside basis temporary differences of foreign subsidiaries unless they are considered indefinitely reinvested outside the U.S. At May 31, 2025, the amount of temporary differences related to undistributed earnings and other outside basis temporary differences of investments in foreign subsidiaries upon which U.S. income taxes have not been provided was approximately $11.0 billion. If the undistributed earnings and other outside basis differences were recognized in a taxable transaction, they would generate foreign tax credits that would reduce the federal tax liability associated with the foreign dividend or the otherwise taxable transaction. At May 31, 2025, assuming a full utilization of the foreign tax credits, the potential net deferred tax liability associated with these other outside basis temporary differences would be approximately $2.0 billion.
Our net deferred tax assets were $10.2 billion and $8.6 billion as of May 31, 2025 and 2024, respectively. We believe that it is more likely than not that the net deferred tax assets will be realized in the foreseeable future. Realization of our net deferred tax assets is dependent upon our generation of sufficient taxable income in future years in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences, net operating loss carryforwards and tax credit carryforwards. The amount of net deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change.
The valuation allowance was $2.0 billion and $1.9 billion as of May 31, 2025 and 2024, respectively, primarily related to U.S., state and foreign tax credits and net operating loss carryforwards. Any subsequent reduction of the valuation allowance will be recorded to our provision for income taxes unless the conclusion of an acquisition valuation allowance and the recognition of the associated tax benefits is within the measurement period (as defined above).
At May 31, 2025, we had federal net operating loss carryforwards of approximately $270 million, which are subject to limitation on their utilization. Approximately $180 million of these federal net operating losses expire in various years between fiscal 2026 and fiscal 2038. Approximately $90 million of these federal net operating losses are not currently subject to expiration dates. We had state net operating loss carryforwards of approximately $2.1 billion at May 31, 2025, which are subject to limitations on their utilization. Approximately $2.0 billion of these state net operating losses expire in various years between fiscal 2026 and fiscal 2045. Approximately $98 million of these state net operating losses are not currently subject to expiration dates. We had total foreign net operating loss carryforwards of approximately $1.8 billion at May 31, 2025, which are subject to limitations on their utilization. Approximately $1.7 billion of these foreign net operating losses are not currently subject to expiration dates. The remainder of the foreign net operating losses, approximately $34 million, expire between fiscal 2027 and fiscal 2044. At May 31, 2025, we had federal capital loss carryforwards of approximately $134 million, which expire between fiscal 2026 and fiscal 2027. We had state capital loss carryforwards of approximately $307 million, which expire between fiscal 2026 and fiscal 2037. We had foreign capital loss carryforwards of approximately $164 million, which are not currently subject to expiration dates. We had tax credit carryforwards of approximately $1.4 billion at May 31, 2025, which are subject to limitations on their utilization. Approximately $840 million of these tax credit carryforwards are not currently subject to expiration dates. The remainder of the tax credit carryforwards, approximately $534 million, expire in various years between fiscal 2026 and fiscal 2045.
Current income taxes payable are included in other current liabilities in our consolidated balance sheets and totaled $2.3 billion and $2.1 billion as of May 31, 2025 and 2024, respectively.
We classify our unrecognized tax benefits as either current or non-current income taxes payable in the accompanying consolidated balance sheets. The aggregate changes in the balance of our gross unrecognized tax benefits, including acquisitions, were as follows:
| Year Ended May 31, | ||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Gross unrecognized tax benefits as of June 1 | $ | 8,785 | $ | 7,715 | $ | 7,284 | ||||||
| Increases related to tax positions from prior fiscal years | 239 | 492 | 709 | |||||||||
| Decreases related to tax positions from prior fiscal years | (98 | ) | (128 | ) | (45 | ) | ||||||
| Increases related to tax positions taken during current fiscal year | 846 | 889 | 669 | |||||||||
| Settlements with tax authorities | (161 | ) | (46 | ) | (212 | ) | ||||||
| Lapses of statutes of limitation | (162 | ) | (129 | ) | (631 | ) | ||||||
| Cumulative translation adjustments and other, net | (11 | ) | (8 | ) | (59 | ) | ||||||
| Total gross unrecognized tax benefits as of May 31 | $ | 9,438 | $ | 8,785 | $ | 7,715 |
As of May 31, 2025, 2024 and 2023, $4.5 billion, $4.2 billion and $3.9 billion, respectively, of unrecognized tax benefits would affect our effective tax rate if recognized. We recognized interest and penalties related to uncertain tax positions in our provision for income taxes line of our consolidated statements of operations of $321 million, $199 million and $111 million during fiscal 2025, 2024 and 2023, respectively. Interest and penalties accrued as of May 31, 2025 and 2024 were $2.1 billion and $1.8 billion, respectively.
Domestically, U.S. federal and state taxing authorities are currently examining income tax returns of Oracle and various acquired entities for years through fiscal 2022. Many issues are at an advanced stage in the examination process, the most significant of which include issues related to transfer pricing, domestic production activity, one-time transition tax, foreign tax credits and research and development credits. With respect to all of these domestic audit issues considered in the aggregate, we believe that it was reasonably possible that, as of May 31, 2025, our gross unrecognized tax benefits could decrease (whether by payment, release, or a combination of both) in the next 12 months by as much as $651 million ($517 million net of offsetting tax benefits). Our U.S. federal income tax returns have been examined for all years prior to fiscal 2013 and, with some exceptions, we are no longer subject to audit for those periods. Our U.S. state income tax returns, with some exceptions, have been examined for all years prior to fiscal 2010, and we are no longer subject to audit for those periods.
Internationally, tax authorities for numerous non-U.S. jurisdictions are also examining or have examined returns of Oracle and various acquired entities for years through fiscal 2024. Many of the relevant tax years are at an advanced stage in examination or subsequent controversy resolution processes, the most significant of which include issues
related to transfer pricing and withholding tax. The manner in which those issues are resolved and the timing thereof could potentially result in a range of decreases or increases in our unrecognized tax benefits over the next 12 months. With respect to all of these international audit issues considered in the aggregate, we believe it was reasonably possible that, as of May 31, 2025, the gross unrecognized tax benefits could decrease (whether by payment, release, or a combination of both) in the next 12 months by as much as $807 million ($319 million net of offsetting tax benefits). We also believe it was reasonably possible that, as of May 31, 2025, the gross unrecognized tax benefits could increase in the next 12 months by as much as $615 million ($107 million net of offsetting U.S. tax benefits). With some exceptions, we are generally no longer subject to tax examinations in non-U.S. jurisdictions for years prior to fiscal 2001.
We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax and indirect tax matters and are involved in various challenges and litigation in a number of countries, including, in particular, Australia, Brazil, Canada, Egypt, India, Indonesia, Israel, Italy, Pakistan, Saudi Arabia, South Korea and Spain, where the amounts under controversy are significant. In some, although not all, cases, we have reserved for potential adjustments to our provision for income taxes and accrual of indirect taxes that may result from examinations by, or any negotiated agreements with, these tax authorities or final outcomes in judicial proceedings and we believe that the final outcome of these examinations, agreements or judicial proceedings will not have a material effect on our results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of benefits in the period we determine the liabilities are no longer necessary. If our estimates of the federal, state and foreign income tax liabilities and indirect tax liabilities are less than the ultimate assessment, it could result in a further charge to expense.
We believe that we have adequately provided under GAAP for outcomes related to our tax audits. However, there can be no assurances as to the possible outcomes or any related financial statement effect thereof.
13.
SEGMENT INFORMATION
ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision makers (CODMs) are our Chief Executive Officer and Chief Technology Officer. We are organized by line of business and geographically. While our CODMs evaluate results in a number of different ways, the line of business management structure is the primary basis for which the allocation of resources and financial results are assessed. The tabular information below presents financial information, including information on segment revenues, significant segment expenses categories and amounts on a segment basis and included within each reported measure of a segment's profit or loss, that is regularly provided to our CODMs for their review and assists our CODMs with evaluating the company’s performance and allocating company resources.
We have three businesses—cloud and license, hardware and services—each of which is comprised of a single operating segment. All three of our businesses market and sell our offerings globally to businesses of many sizes, government agencies, educational institutions and resellers with a worldwide sales force positioned to offer the combinations that best meet customer needs.
Our cloud and license business engages in the sale, marketing and delivery of our enterprise applications and infrastructure technologies through cloud and on-premise deployment models including our cloud services and license support offerings; and our cloud license and on-premise license offerings. Cloud services and license support revenues are generated from offerings that are typically contracted with customers directly, billed to customers in advance, delivered to customers over time with our revenue recognition occurring over the contractual terms and renewed by customers upon completion of the contractual terms. Cloud services and license support contracts provide customers with access to the latest updates to the applications and infrastructure technologies as they become available and for which the customer contracted and also include related technical support services over the contractual term. Cloud license and on-premise license revenues represent fees earned from granting customers licenses, generally on a perpetual basis, to use our database and middleware and our applications software products within cloud and on-premise IT environments. We generally recognize revenues at the point in time the software is
made available to the customer to download and use, which typically is immediate upon signature of the license contract. In each fiscal year, our cloud and license business’ contractual activities, excluding the impact of timing of booking of large contracts, are typically highest in our fourth fiscal quarter and the related cash flows are typically highest in the following quarter (i.e., in the first fiscal quarter of the next fiscal year) as we receive payments from these contracts. Costs associated with our cloud and license business are largely personnel- and infrastructure-related including the cost of providing our cloud services and license support offerings, salaries and commissions earned by our sales force for the sale of our cloud and license offerings and marketing program costs.
Our hardware business provides infrastructure technologies including Oracle Engineered Systems, servers, storage, industry-specific hardware, operating systems, virtualization, management and other hardware-related software to support diverse IT environments. Our hardware business also offers hardware support, which provides customers with software updates for the software components that are essential to the functionality of their hardware products and can also include product repairs, maintenance services and technical support services that are typically delivered and recognized ratably over the contractual term. Costs associated with our hardware business include the cost of hardware products, which consists of expenses for materials and labor used to produce these products by our internal manufacturing operations or by third-party manufacturers, warranty and related expenses and the impact of periodic changes in inventory valuation, including the impact of inventory determined to be excess and obsolete; the cost of materials used to repair customer products with eligible support contracts; the cost of labor and infrastructure to provide support services; and sales and marketing expenses, which are largely personnel-related and include variable compensation earned by our sales force for the sales of our hardware offerings.
Our services business provides services to customers and partners to help maximize the performance of their investments in Oracle applications and infrastructure technologies. Costs associated with our services business consist primarily of personnel-related expenses, technology infrastructure expenditures, facilities expenses and external contractor expenses.
We do not track our assets for each business. Consequently, it is not practical to show assets by operating segment.
The following table presents summary results for each of our three businesses for each of fiscal 2025, 2024 and 2023:
| Year Ended May 31, | ||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Cloud and license: | ||||||||||||
| Revenues | $ | 49,230 | $ | 44,464 | $ | 41,086 | ||||||
| Cloud services and license support expenses | 10,827 | 8,783 | 7,222 | |||||||||
| Sales and marketing expenses | 7,473 | 7,167 | 7,738 | |||||||||
| Margin(1) | $ | 30,930 | $ | 28,514 | $ | 26,126 | ||||||
| Hardware: | ||||||||||||
| Revenues | $ | 2,936 | $ | 3,066 | $ | 3,274 | ||||||
| Hardware products and support expenses | 742 | 855 | 1,011 | |||||||||
| Sales and marketing expenses | 276 | 296 | 331 | |||||||||
| Margin(1) | $ | 1,918 | $ | 1,915 | $ | 1,932 | ||||||
| Services: | ||||||||||||
| Revenues | $ | 5,233 | $ | 5,431 | $ | 5,594 | ||||||
| Services expenses | 4,240 | 4,515 | 4,490 | |||||||||
| Margin(1) | $ | 993 | $ | 916 | $ | 1,104 | ||||||
| Totals: | ||||||||||||
| Revenues | $ | 57,399 | $ | 52,961 | $ | 49,954 | ||||||
| Expenses | 23,558 | 21,616 | 20,792 | |||||||||
| Margin(1) | $ | 33,841 | $ | 31,345 | $ | 29,162 |
(1)
The margins reported reflect only the direct controllable costs of each line of business and do not include allocations of research and development, general and administrative and certain other allocable expenses, net. Additionally, the margins reported above do not reflect amortization of
intangible assets, acquisition related and other expenses, restructuring expenses, stock-based compensation, interest expense or certain other non-operating income (expenses), net. Refer to the table below for a reconciliation of our total margin for operating segments to our income before income taxes as reported per our consolidated statements of operations.
The following table reconciles total margin for operating segments to income before income taxes:
| Year Ended May 31, | ||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Total margin for operating segments | $ | 33,841 | $ | 31,345 | $ | 29,162 | ||||||
| Research and development | (9,860 | ) | (8,915 | ) | (8,623 | ) | ||||||
| General and administrative | (1,602 | ) | (1,548 | ) | (1,579 | ) | ||||||
| Amortization of intangible assets | (2,307 | ) | (3,010 | ) | (3,582 | ) | ||||||
| Acquisition related and other | (75 | ) | (314 | ) | (190 | ) | ||||||
| Restructuring | (299 | ) | (404 | ) | (490 | ) | ||||||
| Stock-based compensation for operating segments | (1,597 | ) | (1,382 | ) | (1,201 | ) | ||||||
| Expense allocations and other, net | (423 | ) | (419 | ) | (404 | ) | ||||||
| Interest expense | (3,578 | ) | (3,514 | ) | (3,505 | ) | ||||||
| Non-operating income (expenses), net | 60 | (98 | ) | (462 | ) | |||||||
| Income before income taxes | $ | 14,160 | $ | 11,741 | $ | 9,126 |
Disaggregation of Revenues
We have considered information that is regularly reviewed by our CODMs in evaluating financial performance and disclosures presented outside of our financial statements in our earnings releases and used in investor presentations to disaggregate revenues to depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. The principal category we use to disaggregate revenues is the nature of our products and services as presented in our consolidated statements of operations.
The following table is a summary of our total revenues by geographic region:
| Year Ended May 31, | ||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Americas | $ | 36,339 | $ | 33,122 | $ | 31,226 | ||||||
| EMEA(1) | 14,025 | 13,030 | 12,109 | |||||||||
| Asia Pacific | 7,035 | 6,809 | 6,619 | |||||||||
| Total revenues | $ | 57,399 | $ | 52,961 | $ | 49,954 |
(1)
Comprised of Europe, the Middle East and Africa
The following table presents our cloud services and license support revenues by offerings:
| Year Ended May 31, | ||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Cloud services | $ | 24,506 | $ | 19,774 | $ | 15,881 | ||||||
| License support | 19,523 | 19,609 | 19,426 | |||||||||
| Total cloud services and license support revenues | $ | 44,029 | $ | 39,383 | $ | 35,307 |
The following table presents our cloud services and license support revenues by applications and infrastructure ecosystems:
| Year Ended May 31, | ||||||||||||
| (in millions) | 2025 | 2024 | 2023 | |||||||||
| Applications cloud services and license support | $ | 19,383 | $ | 18,172 | $ | 16,651 | ||||||
| Infrastructure cloud services and license support | 24,646 | 21,211 | 18,656 | |||||||||
| Total cloud services and license support revenues | $ | 44,029 | $ | 39,383 | $ | 35,307 |
Geographic Information
Disclosed in the table below is geographic information for each country that comprised greater than three percent of our total revenues for any of fiscal 2025, 2024 or 2023:
| As of and for the Year Ended May 31, | ||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| (in millions) | Revenues | Long-Lived Assets**(1)** | Revenues | Long-Lived Assets**(1)** | Revenues | Long-Lived Assets**(1)** | ||||||||||||||||||
| U.S. | $ | 32,075 | $ | 45,439 | $ | 29,055 | $ | 24,798 | $ | 27,535 | $ | 19,322 | ||||||||||||
| United Kingdom | 2,594 | 2,530 | 2,423 | 1,164 | 2,159 | 905 | ||||||||||||||||||
| Germany | 1,817 | 2,013 | 1,794 | 1,192 | 1,755 | 940 | ||||||||||||||||||
| Japan | 1,759 | 2,320 | 1,662 | 1,144 | 1,681 | 770 | ||||||||||||||||||
| Other countries | 19,154 | 7,841 | 18,027 | 3,962 | 16,824 | 3,626 | ||||||||||||||||||
| Total | $ | 57,399 | $ | 60,143 | $ | 52,961 | $ | 32,260 | $ | 49,954 | $ | 25,563 |
(1)
Long-lived assets exclude goodwill, intangible assets, non-marketable investments and deferred taxes, which are not allocated to specific geographic locations as it is impracticable to do so.
14.
EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock-based awards, stock options and shares issuable under the Purchase Plan as applicable pursuant to the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share:
| Year Ended May 31, | ||||||||||||
| (in millions, except per share data) | 2025 | 2024 | 2023 | |||||||||
| Net income | $ | 12,443 | $ | 10,467 | $ | 8,503 | ||||||
| Weighted-average common shares outstanding | 2,789 | 2,744 | 2,696 | |||||||||
| Dilutive effect of employee stock plans | 77 | 79 | 70 | |||||||||
| Dilutive weighted-average common shares outstanding | 2,866 | 2,823 | 2,766 | |||||||||
| Basic earnings per share | $ | 4.46 | $ | 3.82 | $ | 3.15 | ||||||
| Diluted earnings per share | $ | 4.34 | $ | 3.71 | $ | 3.07 | ||||||
| Anti-dilutive stock awards excluded from calculation(1) | 23 | 27 | 50 |
(1)
These stock awards relate to anti-dilutive restricted service-based awards as calculated using the treasury stock method and contingently issuable shares pursuant to PSOs arrangements. Such shares could be dilutive in the future. See Note 11 for information regarding our stock-based compensation plans.
15.
LEGAL PROCEEDINGS
Netherlands Privacy Class Action
On August 14, 2020, The Privacy Collective (TPC), a foundation having its registered office in Amsterdam, filed a purported class action lawsuit against Oracle Nederland B.V, Oracle Corporation and Oracle America, Inc. (the Oracle Defendants), Salesforce.com, Inc. and SFDC Netherlands B.V. in the District Court of Amsterdam. TPC alleges that the Oracle Defendants’ Data Management Platform product violates certain articles of the European Union Charter of Fundamental Rights, the General Data Protection Regulation (GDPR) and the Dutch Telecommunications Act (Telecommunicatiewet). TPC claims damages under a number of categories, including: “immaterial damages” (at a fixed amount of €500 per Dutch internet user); “material damages” (in that the costs of loss of control over personal data should be equated to the market value of the personal data for parties like the Oracle Defendants); compensation for losses suffered due to an alleged data breach (at a fixed amount of €100 per Dutch internet user); and compensation for the costs of the litigation funder (10% to 25% of the compensation awarded); and the (actual) cost of the proceedings and extrajudicial costs.
We filed our defense on March 3, 2021, and on December 29, 2021, the District Court issued a judgment, holding that all of TPC’s claims were deemed inadmissible because of fundamental procedural flaws. TPC filed an appeal with the Court of Appeal in Amsterdam challenging the District Court’s judgment, except for the claims regarding the alleged data breach, which were dropped. On June 18, 2024, the Court of Appeal overturned the District Court’s decision regarding admissibility, thus permitting the case to proceed. We requested that the Court of Appeal permit an interim appeal to the Dutch Supreme Court and/or the European Court of Justice. On September 24, 2024, the Court of Appeal issued a judgment confirming that TPC’s claims are admissible and referred the matter back to the District Court of Amsterdam for a decision on the merits of TPC’s claims, including TPC’s claims for damages under article 82 of the GDPR. The Court of Appeal also granted Oracle’s request for an interim appeal to the Supreme Court, appealing the June 18 and September 24, 2024 judgments.
Oracle filed its statement of appeal with the Dutch Supreme Court on December 20, 2024, and TPC appeared in the proceedings on January 31, 2025. The filing of the Supreme Court appeal effectively suspended proceedings before the District Court pursuant to applicable procedural rules. TPC filed its statement of defense in response to our Supreme Court appeal and a counter appeal on February 27, 2025. Oracle filed its statement of defense to the counter appeal on March 28, 2025. TPC and Oracle are to file written submissions setting out their detailed arguments on or before July 18, 2025 and to file their respective written replies and rejoinders on or before August 29, 2025.
We believe that we have meritorious defenses against this action, including defenses to the quantum of damages claimed, and we will continue to vigorously defend it.
While the final outcome of this matter cannot be predicted with certainty and we cannot estimate a range of loss at this time, we do not believe that it will have a material impact on our financial position or results of operations.
Other Litigation
We are party to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, including proceedings and claims that relate to acquisitions we have completed or to companies we have acquired or are attempting to acquire. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized, if any.
Ite****m 16. Form 10-K Summary
None.
ORACLE CORPORATION
INDEX OF EXHIBITS
The following exhibits are filed or furnished herewith or are incorporated by reference to exhibits previously filed with the U.S. Securities and Exchange Commission.
| Incorporated by Reference | ||||||||||||
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed By | ||||||
| 23.01‡ | Consent of Independent Registered Public Accounting Firm | |||||||||||
| 31.01‡ | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Financial Officer | |||||||||||
| 32.01† | Section 1350 Certification of Principal Executive and Financial Officer | |||||||||||
| 97 | Oracle Corporation Compensation Clawback Policy | 10-K | 001-35992 | 97 | 6/20/24 | Oracle Corporation | ||||||
| 99.01 | $5,630,000,000 Term Loan Credit Agreement dated as of June 10, 2024 among Oracle Corporation and the lenders and agents named therein | 10-K | 001-35992 | 99.01 | 6/20/24 | Oracle Corporation | ||||||
| 101‡ | Interactive Data Files Pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL: (1) Consolidated Balance Sheets as of May 31, 2025 and 2024, (2) Consolidated Statements of Operations for the years ended May 31, 2025, 2024 and 2023, (3) Consolidated Statements of Comprehensive Income for the years ended May 31, 2025, 2024 and 2023, (4) Consolidated Statements of Stockholders’ Equity for the years ended May 31, 2025, 2024 and 2023, (5) Consolidated Statements of Cash Flows for the years ended May 31, 2025, 2024 and 2023 and (6) Notes to Consolidated Financial Statements |
| Incorporated by Reference | ||||||||||||
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed By | ||||||
| 104‡ | The cover page from the Company’s Annual Report on Form 10-K for the year ended May 31, 2025, formatted in Inline XBRL and included in Exhibit 101 | |||||||||||
- Indicates management contract or compensatory plan or arrangement.
§ Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the SEC or its staff upon its request.
‡ Filed herewith.
† Furnished herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ORACLE CORPORATION | ||||
| Date: June 18, 2025 | By: | /s/ Safra A. Catz | ||
| Safra A. Catz | ||||
| Chief Executive Officer and Director | ||||
| (Principal Executive and Financial Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Safra A. Catz | Chief Executive Officer and Director (Principal Executive and Financial Officer) | June 18, 2025 | ||
| Safra A. Catz | ||||
| /s/ Maria Smith | Executive Vice President, Chief Accounting Officer (Principal Accounting Officer) | June 18, 2025 | ||
| Maria Smith | ||||
| /s/ Lawrence J. Ellison | Chairman of the Board of Directors and Chief Technology Officer | June 18, 2025 | ||
| Lawrence J. Ellison | ||||
| /s/ Jeffrey O. Henley | Vice Chairman of the Board of Directors | June 18, 2025 | ||
| Jeffrey O. Henley | ||||
| /s/ Awo Ablo | Director | June 18, 2025 | ||
| Awo Ablo | ||||
| /s/ Jeffrey S. Berg | Director | June 18, 2025 | ||
| Jeffrey S. Berg | ||||
| /s/ Michael J. Boskin | Director | June 18, 2025 | ||
| Michael J. Boskin | ||||
| /s/ Bruce R. Chizen | Director | June 18, 2025 | ||
| Bruce R. Chizen | ||||
| /s/ George H. Conrades | Director | June 18, 2025 | ||
| George H. Conrades | ||||
| /s/ Rona A. Fairhead | Director | June 18, 2025 | ||
| Rona A. Fairhead | ||||
| /s/ Charles W. Moorman IV | Director | June 18, 2025 | ||
| Charles W. Moorman IV | ||||
| /s/ Leon E. Panetta | Director | June 18, 2025 | ||
| Leon E. Panetta | ||||
| /s/ William G. Parrett | Director | June 18, 2025 | ||
| William G. Parrett | ||||
| /s/ Naomi O. Seligman | Director | June 18, 2025 | ||
| Naomi O. Seligman | ||||
Previous: Item 14. Principal Accountant Fees and Services